Common use of Parachute Limitations Clause in Contracts

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and the Company or any Subsidiary, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of the Plan or any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and with the Company Corporation (or any Subsidiarysubsidiary or affiliate thereof), except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section Subsection (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement arrangements heretofore or hereafter adopted by the Company Corporation (or any Subsidiarysuch subsidiary or affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a an "Other Benefit ArrangementPlan"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and shall not have any right to exercise an Option or receive any payment or other benefit under this Stock Option Agreement shall not become exercisable Agreement, any Other Agreement, or vested (i) to the extent that any Other Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for the Optionee under the Planthis Option Agreement, all Other Agreements, Agreements and all Other Benefit ArrangementsPlans, would cause any right, payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Other Benefit Arrangement Plan would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Other Benefit Arrangements that Plans, which should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any SubsidiaryAffiliate, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 7 (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) Affiliate for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member)Executive, whether or not such compensation is deferred, is in cash, or is in the form of a an option or other benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and Executive shall not have any right to exercise an option or to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested (i) to the extent that any Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, or benefits to or for Optionee Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment right, payment, or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other AgreementsAgreement, and and/or any Benefit Arrangements Plans, that should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(f) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all any other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreements and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and a Grantee with the Company or any SubsidiaryAffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee Grantee (including groups or classes of participants or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option any Grants held by that Grantee and any right to receive any payment or other benefit under this Stock Option Agreement Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee the Grantee under the this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementPlan, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement Plan that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee Grantee shall have the right, in the Optionee's Grantee’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any SubsidiaryAffiliate, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any SubsidiaryAffiliate) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Code), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the a Optionee and with the Company or any Subsidiary, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "“Benefit Arrangement"”), if the Optionee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the any Option held by that Optionee and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Optionee under the Planthis Option Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee Executive and the Company or any SubsidiaryCompany Affiliates, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 10 (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) Company Affiliates for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"”), if the Optionee Executive is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee Executive under the PlanAgreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Executive from the Company or Company Affiliate under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Executive under the PlanAgreement, any Other Agreement or any Benefit Arrangement would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executive’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment; provided, however, that in order to comply with Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to a right, payment or benefit reduces the Parachute Payment to the greatest extent.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and the Company or any Subsidiary, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of the Plan or any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and with the Company Corporation (or any Subsidiarysubsidiary or affiliate thereof), except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section Subsection (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement arrangements heretofore or hereafter adopted by the Company Corporation (or any Subsidiarysuch subsidiary or affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "an “Other Benefit Arrangement"Plan”), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and shall not have any right to exercise an Option or receive any payment or other benefit under this Stock Option Agreement shall not become exercisable Agreement, any Other Agreement, or vested (i) to the extent that any Other Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for the Optionee under the Planthis Option Agreement, all Other Agreements, Agreements and all Other Benefit ArrangementsPlans, would cause any right, payment or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "“Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment”). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Other Benefit Arrangement Plan would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Other Benefit Arrangements that Plans, which should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of the Plan or any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and with the Company Corporation (or any Subsidiarysubsidiary or affiliate thereof), except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section Subsection (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement arrangements heretofore or hereafter adopted by the Company Corporation (or any Subsidiarysuch subsidiary or affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "an “Other Benefit Arrangement"Plan”), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and shall not have any right to exercise an Option or receive any payment or other benefit under this Stock Option Agreement shall not become exercisable Agreement, any Other Agreement, or vested (i) to the extent that any Other Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for the Optionee under the Planthis Option Agreement, all Other Agreements, Agreements and all Other Benefit ArrangementsPlans, would cause any right, payment or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment”). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Other Benefit Arrangement Plan would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Other Benefit Arrangements that Plans, which should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and the Company or any Subsidiary, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a --- Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee Grantee and the Company or any Subsidiary, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 7 (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect compensation of the Optionee Grantee (including groups or classes of participants or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option Restricted Stock Units and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested be reduced (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, or benefits to or for Optionee Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment") and ”), but only (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement be deemed to be a Parachute PaymentPayment shall be reduced in the following order: (x) cash payments that do not constitute deferred compensation within the meaning of Section 409A of the Code, (y) welfare or in-kind benefits and (z) cash payments that constitute deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the date of such reduction.

Parachute Limitations. Notwithstanding any other --------------------- provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 10(f) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as --- a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee Executive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreements and any Benefit Arrangements Plans that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(e) (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"Plan”), if the Optionee Executive is a "“disqualified individual," ” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executive’s sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and the Company or any Subsidiaryaffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiaryaffiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "“Benefit Arrangement"”), if the Optionee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Agreement, excluding for this purpose Section 8.2, or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 8.1 (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"Plan”), if the Optionee Executive is a "“disqualified individual," ” (as defined in Section 280G(c) of the Code), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the benefit of the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executive’s sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated (the “Cut-Back Payment”) so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee Executive and the Company or any SubsidiaryCompany, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 10 (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"”), if the Optionee Executive is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee Executive under the PlanAgreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Executive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Executive under the PlanAgreement, any Other Agreement or any Benefit Arrangement would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executive’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment; provided, however, that in order to comply with Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to a right, payment of benefit reduces the Parachute Payment to the greatest extent.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee Executive and the Employer or Company or any SubsidiaryAffiliates, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 10 (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Employer or Company (or any Subsidiary) Affiliates for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"”), if the Optionee Executive is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee Executive under the PlanAgreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Executive from the Employer or Company Affiliate under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Executive under the PlanAgreement, any Other Agreement or any Benefit Arrangement would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executive’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment; provided, however, that in order to comply with Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to a right, payment or benefit reduces the Parachute Payment to the greatest extent.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and with the Company Corporation or any SubsidiarySubsidiary or Affiliate (as defined in Section 6(b)), except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company Corporation (or any Subsidiarysuch Subsidiary or Affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement the Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company Corporation under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementOption, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock the Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreementthe Option, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock the Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option --------------------- Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any SubsidiaryAffiliate, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any SubsidiaryAffiliate) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Code), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Share Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and with the Company or any SubsidiaryCompany, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "“Benefit Arrangement"”), if the Optionee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the this Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Optionee under the Planthis Option, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the PlanOption, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee him without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementOption, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the PlanOption, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and AND (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and you with the Company or any Subsidiaryaffiliate of the Company, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member)to you, whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee you (a "“Benefit Arrangement"”), if the Optionee is you are a "“disqualified individual," ” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended, (the “Code”), the Option and any right to receive any payment (or other benefit portion thereof) under this Stock Option Agreement shall not become exercisable or vested be made (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee you under the Planthis Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee you under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee that you would receive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that you could be received by Optionee receive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit payment under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee you under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee you to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee that you receive as described in clause (ii) of the preceding sentence, then the Optionee you shall have the right, in the Optionee's your sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by an Optionee with the Optionee and the Company Corporation or any SubsidiaryAffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "“Benefit Arrangement"”), if the Optionee is a "‘disqualified individual," ’ as defined in Section 280G(c) of the Code, the Option any Options or Restricted Stock held by that Optionee and any right to receive any payment or other benefit under this Stock Option Agreement Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Optionee under the this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement Plan to be considered a "‘parachute payment" ’ within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company Corporation under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementPlan, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement Plan that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement Plan be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee Executive and the Employer or Company or any SubsidiaryAffiliates, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 10 (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Employer or Company (or any Subsidiary) Affiliates for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"”), if the Optionee Executive is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee Executive under the PlanAgreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Executive from the Employer or Company Affiliate under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Executive under the PlanAgreement, any Other Agreement or any Benefit Arrangement would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment; provided, however, that in order to comply with Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to a right, payment or benefit reduces the Parachute Payment to the greatest extent.

Parachute Limitations. Notwithstanding If the Optionee is a “disqualified individual,” as defined in Code Section 280G(c), then, notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and with the Company or any Subsidiaryan Affiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies addresses Code Section 280G or excludes application of this Code Section 4999 (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee (including groups or classes of participants grantees or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "“Benefit Arrangement"”), if any right of the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Codeto any exercise, the Option and any right to receive any vesting, payment or other benefit under this Stock Option Agreement shall not become exercisable be reduced or vested eliminated: (ia) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Optionee under the Planthis Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment exercise, vesting, payment, or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Code Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment") ”); and (iib) if, as a result of receiving a such Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Optionee without causing any such payment or benefit to be considered a Parachute Payment. In Except as required by Code Section 409A or to the event extent that Code Section 409A permits discretion, the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee Committee shall have the right, in the Optionee's Committee’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any all Other Agreements, and any all Benefit Arrangements that should be reduced or eliminated so as to avoid having such rights, payments, or benefits be considered a Parachute Payment; provided, however, to the extent any payment or benefit constitutes deferred compensation under Code Section 409A, in order to comply with Code Section 409A, the Optionee under this Stock Option Agreement be deemed Company shall instead accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be a made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or restricted stock units, then by reducing or eliminating any other remaining Parachute PaymentPayments.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and Xxxxxxx with the Company or any Subsidiaryaffiliate of the Company, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member)to Xxxxxxx, whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Xxxxxxx (a "“Benefit Arrangement"”), if the Optionee Xxxxxxx is a "“disqualified individual," ” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended, (the “Code”), the Option and any right to receive any payment (or other benefit portion thereof) under this Stock Option Agreement shall not become exercisable or vested be made (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee Xxxxxxx under the Planthis Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Xxxxxxx under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee that Xxxxxxx would receive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that Xxxxxxx could be received by Optionee receive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit payment under this Stock Option AgreementAgreement , in conjunction with all other rights, payments, or benefits to or for the Optionee Xxxxxxx under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Xxxxxxx to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee that Xxxxxxx would receive as described in clause (ii) of the preceding sentence, then the Optionee Xxxxxxx shall have the right, in the Optionee's Xxxxxxx’x sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of the Plan or any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and with the Company (or any Subsidiarysubsidiary or affiliate thereof), except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section subsection (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement arrangements heretofore or hereafter adopted by the Company (or any Subsidiarysuch subsidiary or affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "the “Other Benefit Arrangement"Plans”), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and shall not have any right to exercise an Option or receive any payment or other benefit under this Stock Option Agreement shall not become exercisable Agreement, any Other Agreement, or vested (i) to the extent that any Other Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for the Optionee under the Planthis Option Agreement, all Other Agreements, Agreements and all Other Benefit ArrangementsPlans, would cause any right, payment or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment”). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Other Benefit Arrangement Plan would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Other Benefit Arrangements that Plans, which should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Share Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and with the Company or any SubsidiaryCompany, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the an "Other AgreementsAgreement"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the this Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Optionee under the Planthis Option, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the PlanOption, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee him without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementOption, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the PlanOption, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Agreement, the Plan or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and a Grantee with the Company or any SubsidiaryAffiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies addresses Section 280G or excludes application Section 4999 of this Section the Code (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee Grantee (including groups or classes of participants or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option any Awards held by that Grantee and any right to receive any payment or other benefit under this Stock Option Agreement or the Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee the Grantee under this Agreement, the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement or the Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementAgreement or the Plan, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement or the Plan that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should shall be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement or the Plan be deemed to be a Parachute Payment. The Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash payments benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of restricted stock, then by reducing or eliminating any other remaining Parachute Payments. Data Privacy In order to administer the Plan, the Company may keep and process personal data about you. Such data includes but is not limited to the information provided in this Agreement and any changes thereto, other appropriate personal and financial data about you such as home address and business addresses and other contact information, payroll information and any other information that might be deemed appropriate by the Company to facilitate the administration of the Plan. By accepting this Option, you give explicit consent to the Company to keep and process any such personal data. You also give explicit consent to the Company to transfer any such personal data outside the country in which you work or are employed, including, with respect to non-U.S. resident optionees, to the United States, to transferees who shall include the Company and other persons who are designated by the Company to administer the Plan.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any SubsidiarySubsidiary or Affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 1(c) (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any SubsidiarySubsidiary or Affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"Plan”), if the Optionee Executive is a "“disqualified individual," ” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executive’s sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and the Company Corporation or any Subsidiary, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company Corporation (or any Subsidiary) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of --- receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company Corporation under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee Grantee and the Company Company, the Partnership or any Subsidiary, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or the Partnership or any Subsidiary) for the direct or indirect compensation of the Optionee Grantee (including groups or classes of participants or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option Restricted Share Units and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, or benefits to or for Optionee Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee Grantee shall have the right, in the Optionee's Grantee’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of --------------------- this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 10(f) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, --- the --- aggregate after-tax amounts amount received by the Optionee Executive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-after- tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreements and any Benefit Arrangements Plans that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section Section9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit Arrangement"Plan), if the Optionee Executive is a "disqualified individual," individual (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the Code)), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to i)to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" payment within the meaning of Section 280G(b)(2Section280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executives sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of --------------------- this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a --- Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and a Grantee with the Company or any SubsidiaryAffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee Grantee (including groups or classes of participants or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option any Grants held by that Grantee and any right to receive any payment or other benefit under this Stock Option Agreement Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee the Grantee under the this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementPlan, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement Plan that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee Grantee shall have the right, in the Optionee's Grantee’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan be deemed to be a Parachute Payment; provided, however, that in order to comply with Code Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to an Award reduces the Parachute Payment to the greatest extent.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and a Grantee with the Company or any SubsidiaryAffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies addresses Section 280G or excludes application Section 4999 of this Section the Code (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee Grantee (including groups or classes of participants Grantees or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option any Option, Restricted Stock, Stock Unit, Performance Share or Performance Unit held by that Grantee and any right to receive any payment or other benefit under this Stock Option Agreement Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee the Grantee under the this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementPlan, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement Plan that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee Grantee shall have the right, in the Optionee's Grantee’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan be deemed to be a Parachute Payment; provided, however, that in order to comply with Code Section 409A, the reduction or elimination will be performed in the order in which each dollar of value subject to an Award reduces the Parachute Payment to the greatest extent.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 10(f) (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "“Benefit Arrangement"Plan”), if the Optionee Executive is a "“disqualified individual," ” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”), the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee Executive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-after- tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the Optionee's Executive’s sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreements and any Benefit Arrangements Plans that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and Xxxxxxxxx with the Company or any Subsidiaryaffiliate of the Company, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member)to Xxxxxxxxx, whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Xxxxxxxxx (a "“Benefit Arrangement"”), if the Optionee Xxxxxxxxx is a "“disqualified individual," ” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended, (the “Code”), the Option and any right to receive any payment (or other benefit portion thereof) under this Stock Option Agreement shall not become exercisable or vested be made (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee Xxxxxxxxx under the Planthis Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Xxxxxxxxx under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee that Xxxxxxxxx would receive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that Xxxxxxxxx could be received by Optionee receive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit payment under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Xxxxxxxxx under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Xxxxxxxxx to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee that Xxxxxxxxx would receive as described in clause (ii) of the preceding sentence, then the Optionee Xxxxxxxxx shall have the right, in the Optionee's Xxxxxxxxx’x sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and with the Company Corporation (or any Subsidiarysubsidiary or affiliate thereof), except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section Subsection (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company Corporation (or any Subsidiarysuch subsidiary or affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a an "Other Benefit ArrangementPlan"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and shall not have any right to exercise an Option or to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for the Optionee under the Planthis Option Agreement, all Other Agreements, and all Other Benefit ArrangementsPlans, would cause any right, payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, paymentsany Other Agreement, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Other Benefit Arrangements that Plans, which should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this the Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and with the Company or any SubsidiaryAffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section paragraph (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee (including groups or classes of participants Optionees or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "“Benefit Arrangement"”), if the Optionee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, any Option, Restricted Stock or Stock Unit held by the Option Optionee and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Optionee under the PlanStock Option Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's ’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other --------------------- provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 10(f) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and --- (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee Executive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreements and any Benefit Arrangements Plans that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of the Plan or any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and with the Company Corporation (or any Subsidiarysubsidiary or affiliate thereof), except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section Subsection (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement arrangements heretofore or hereafter adopted by the Company Corporation (or any Subsidiarysuch subsidiary or affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a an "Other Benefit ArrangementPlan"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and shall not have any right to exercise an Option or receive any payment or other benefit under this Stock Option Agreement shall not become exercisable Agreement, any Other Agreement, or vested (i) to the extent that any Other Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for the Optionee under the Planthis Option Agreement, all Other Agreements, Agreements and all Other Benefit ArrangementsPlans, would cause any right, payment or benefit to the Optionee under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Other Benefit Arrangement Plan would cause the Optionee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Other Benefit Arrangements that Plans, which should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any SubsidiaryAffiliate, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 7 (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) Affiliate for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member)Executive, whether or not such compensation is deferred, is in cash, or is in the form of a an option or other benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and Executive shall not have any right to exercise an option or to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested (i) to the extent that any Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, or benefits to or for Optionee Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment right, payment, or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Benefit Arrangements Plans, that should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and with the Company Corporation or any SubsidiarySubsidiary or Affiliate (as defined in Section 6(b)), except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company Corporation (or any Subsidiarysuch Subsidiary or Affiliate) for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee (a "Benefit Arrangement"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and any right to receive any payment or other benefit under this Stock Option Agreement the Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee under this Stock Option Agreement to be considered "a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company Corporation under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-after- tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementOption, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee to be considered to have received a Parachute Payment under this Stock the Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreementthe Option, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee under this Stock the Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of --------------------- this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 9(e) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code")), the Option and Executive shall not have any right to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested any Benefit Plan (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement, any Other Agreement or any Benefit Plan to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and (ii) if, as a result of --- receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee from the Company Executive under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the adverse after-tax amount received by the Optionee as effect described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreement and any Benefit Arrangements Plan that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee Grantee and the Company or any Subsidiary, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 7 (the "“Other Agreements"”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect compensation of the Optionee Grantee (including groups or classes of participants or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option Restricted Share Units and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested be reduced (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, or benefits to or for Optionee Grantee under the Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment") and ”), but only (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee shall have the right, in the Optionee's sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement be deemed to be a Parachute PaymentPayment shall be reduced in the following order: (x) cash payments that do not constitute deferred compensation within the meaning of Section 409A of the Code, (y) welfare or in-kind benefits and (z) cash payments that constitute deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the date of such reduction.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any SubsidiaryAffiliate, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 7 (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) Affiliate for the direct or indirect compensation of the Optionee (including groups or classes of participants or beneficiaries of which the Optionee is a member)Executive, whether or not such compensation is deferred, is in cash, or is in the form of a an option or other benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee is a "disqualified individual," as defined in Section 280G(c) of the Code, the Option and Executive shall not have any right to exercise an option or to receive any payment or other benefit under this Stock Option Agreement, any Other Agreement shall not become exercisable or vested (i) to the extent that any Benefit Plan if such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, or benefits to or for Optionee Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment right, payment, or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Internal Revenue Code as then in effect (a "Parachute Payment") and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee without causing any such payment or benefit to be considered a Parachute Payment). In the event that the receipt of any such right to exercise, vesting, payment, exercise or any other payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee as described in clause (ii) of the preceding sentenceAgreement, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and and/or any Benefit Arrangements Plans, that should be reduced or eliminated so as to avoid having the right, payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and a Grantee with the Company or any SubsidiaryAffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application addresses Section 280G of this Section the Code (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee Grantee (including groups or classes of participants or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option any Option, Restricted Unit, or Unit Appreciation Right held by that Grantee and any right to receive any payment or other benefit under this Stock Option Agreement Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee the Grantee under the this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementPlan, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement Plan that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee Grantee shall have the right, in the Optionee's Grantee’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement or of any other agreement, contract, contract or understanding heretofore or hereafter entered into by the Optionee and Executive with the Company or any Subsidiarysubsidiary or affiliate thereof, except an agreement, contract, contract or understanding hereafter entered into that expressly modifies or excludes application of this Section 10(f) (the "Other Agreements"), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiarysubsidiary or affiliate thereof) for the direct or indirect compensation of the Optionee Executive (including groups or classes of participants or beneficiaries of which the Optionee Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Executive (a "Benefit ArrangementPlan"), if the Optionee Executive is a "disqualified individual," (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the "Code"), the Option and any right to receive any payment or other benefit under this Stock Option Agreement shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, payment or benefit, taking into account all other rights, payments, payments or benefits to or for Optionee the Executive under the Planthis Agreement, all Other Agreements, Agreements and all Benefit ArrangementsPlans, would cause any payment or benefit to the Optionee Executive under this Stock Option Agreement to be considered a "parachute payment" within the meaning of Section 280G(b)(2) of the Code as then in effect (a "Parachute Payment") and --- (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts amount received by the Optionee Executive from the Company under this Stock Option Agreement, the Plan, all Other Agreements, Agreements and all Benefit Arrangements Plans would be less than the maximum after-tax amount that could be received by Optionee the Executive without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, payment or benefit under this Stock Option Agreement, in conjunction with all other rights, payments, or benefits to or for the Optionee under the Plan, any Other Agreement or any Benefit Arrangement Plan would cause the Optionee Executive to be considered to have received a Parachute Payment under this Stock Option Agreement that would have the effect of decreasing the after-tax amount received by the Optionee Executive as described in clause (ii) of the preceding sentence, then the Optionee Executive shall have the right, in the OptioneeExecutive's sole discretion, to designate those rights, payments, payments or benefits under this Stock Option Agreement, the Plan, any Other Agreements, Agreements and any Benefit Arrangements Plans that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Executive under this Stock Option Agreement be deemed to be a Parachute Payment.

Parachute Limitations. Notwithstanding any other provision of this Stock Option Agreement Plan or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Optionee and a Grantee with the Company or any SubsidiaryAffiliate, except an agreement, contract, or understanding hereafter entered into that expressly modifies addresses Section 280G or excludes application Section 4999 of this Section the Code (the "an “Other Agreements"Agreement”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company (or any Subsidiary) for the direct or indirect provision of compensation of to the Optionee Grantee (including groups or classes of participants Grantees or beneficiaries of which the Optionee Grantee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Optionee Grantee (a "“Benefit Arrangement"”), if the Optionee Grantee is a "“disqualified individual," ” as defined in Section 280G(c) of the Code, the Option any Option, Restricted Share, Share Unit, Performance Share or Performance Unit held by that Grantee and any right to receive any payment or other benefit under this Stock Option Agreement Plan shall not become exercisable or vested (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Optionee the Grantee under the this Plan, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan to be considered a "“parachute payment" ” within the meaning of Section 280G(b)(2) of the Code as then in effect (a "“Parachute Payment"”) and (ii) if, as a result of receiving a Parachute Payment, the --- aggregate after-tax amounts received by the Optionee Grantee from the Company under this Stock Option Agreement, the Plan, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by Optionee the Grantee without causing any such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Stock Option AgreementPlan, in conjunction with all other rights, payments, or benefits to or for the Optionee Grantee under the Plan, any Other Agreement or any Benefit Arrangement would cause the Optionee Grantee to be considered to have received a Parachute Payment under this Stock Option Agreement Plan that would have the effect of decreasing the after-tax amount received by the Optionee Grantee as described in clause (ii) of the preceding sentence, then the Optionee Grantee shall have the right, in the Optionee's Grantee’s sole discretion, to designate those rights, payments, or benefits under this Stock Option Agreement, the Plan, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Optionee Grantee under this Stock Option Agreement Plan be deemed to be a Parachute Payment; provided, however, that in order to comply with Section 409A of the Code, the reduction or elimination will be performed in the order in which each dollar of value subject to an Award reduces the Parachute Payment to the greatest extent.