Common use of Parachute Payments Clause in Contracts

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive Purchaser would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s Purchaser's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive Purchaser elects in writing a different order (provided, however, that such election shall be subject to Company the Company's approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Purchaser's stock awards unless Executive Purchaser elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control Corporate Transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of ControlCorporate Transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Purchaser within fifteen (15) calendar days after the date on which Executive’s Purchaser's right to a Payment is triggered (if requested at that time by the Company or ExecutivePurchaser) or such other time as requested by the Company or ExecutivePurchaser. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive Purchaser with an opinion reasonably acceptable to Executive Purchaser that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutivePurchaser.

Parachute Payments. (a) If Notwithstanding anything to the contrary in this Agreement, in the event that any payment or distribution by Company to or for the benefit Executive would receive of Executive, whether paid or payable or distributed or distributable pursuant to a Change the terms of Control from the Company this Agreement or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), then Company shall pay to Executive an additional payment (a “Gross-up Payment”) in an amount such Payment shall be reduced that after payment by Executive of all taxes (including any interest or penalties imposed with respect to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion such taxes), including any Excise Tax imposed on any Gross-up Payment, Executive retains an amount of the Gross-up Payment that would result in no portion of the Payment being subject equal to the Excise Tax imposed upon the Payments. Company and Executive shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. Executive shall notify Company in writing of any claim by the Internal Revenue Service which, if successful, would require Company to make a Gross-up Payment (or (ya Gross-up Payment in excess of that, if any, initially determined by Company and Executive) the largest portion, up to and including the total, within ten days of the Paymentreceipt of such claim. Company shall notify Executive in writing at least ten days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If Company decides to contest such claim, whichever amountExecutive shall cooperate fully with Company in such action; provided, after taking into account however, Company shall bear and pay directly or indirectly all applicable federal, state costs and local employment taxes, income taxes, expenses (including additional interest and the Excise Tax (all computed at the highest applicable marginal rate), results penalties) incurred in Executive’s receiptconnection with such action and shall indemnify and hold Executive harmless, on an after-tax basis, of the greater amount of the Payment notwithstanding that all for any Excise Tax or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amountincome tax, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses including interest and penalties with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculationsthereto, together with detailed supporting documentationimposed as a result of Company’s action. If, to the Company and Executive within fifteen (15) calendar days after the date on which Executiveas a result of Company’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable action with respect to a Paymentclaim, it shall furnish the Executive receives a refund of any amount paid by Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Paymentclaim, Executive shall promptly pay such refund to Company. Any good faith determinations If Company fails to timely notify Executive whether it will contest such claim or Company determines not to contest such claim, then Company shall immediately pay to Executive the portion of the accounting firm made hereunder shall be finalsuch claim, binding and conclusive upon the Company and if any, which it has not previously paid to Executive.

Parachute Payments. (a) If there is a change in ownership or control of the Company that would cause any payment or benefit Executive would receive pursuant to a Change of Control from distribution by the Company or otherwise any other person or entity to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would (i) constitute a “parachute payment” within to be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)) (such excise tax, and (ii) but for this sentencetogether with any interest or penalties incurred by the Executive with respect to such excise tax, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (xafter taking into account federal, state, local and social security taxes): (a) the largest portion Payments or (b) one dollar less than the amount of the Payment Payments that would result in no portion of subject the Payment being subject Executive to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate“Safe Harbor Amount”), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the Payments is necessary so that the Payment equals Payments equal the Reduced AmountSafe Harbor Amount and none of the Payments constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in the following order unless manner the Executive elects in writing a different order (provided, however, that such election shall be subject prior to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless payment. If any Payment constitutes non-qualified deferred compensation or if the Executive elects fails to elect an order, then the Payments to be reduced will be determined in writing a different order for cancellation. (b) The accounting firm engaged by manner which has the Company for general audit purposes as of the day prior least economic cost to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individualExecutive and, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations by such accounting firm required to be made hereunder. (c) The under this Section 7.15, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time designated by the Company or Executive) or such other time as requested (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or ExecutiveCompany. If Any determination by the accounting firm determines that no Excise Tax is payable with respect to a Payment, it Accounting Firm shall furnish the be binding upon Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursapproval): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of shall engage a nationally recognized public accounting firm (the day prior “Accounting Firm”) to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursapproval): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of shall engage a nationally recognized public accounting firm (the day prior “Accounting Firm”) to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding binding, and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive Employee would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s Employee's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursapproval): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Employee's stock awards unless Executive Employee elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior shall engage a nationally recognized public accounting firm to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Employee within fifteen (15) calendar days after the date on which Executive’s Employee's right to a Payment is triggered (if requested at that time by the Company or ExecutiveEmployee) or such other time as requested by the Company or ExecutiveEmployee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive Employee with an opinion reasonably acceptable to Executive Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveEmployee.

Parachute Payments. (a) If Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit Executive would receive pursuant to a Change of Control from the Company this Agreement or otherwise (collectively, the “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”)and, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall aggregate amount of the Payments will be either (xa) the largest portion of the Payment Payments that would result in no portion of the Payment Payments (after reduction) being subject to the Excise Tax or (yb) the largest portion, up to and including the total, of the Paymententire Payments, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayments. If a Any reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur Payments required by this Section will be made in the following order unless Executive elects in writing a different order (providedto the extent compliant with Section 409A of the Code and the regulations thereunder (“Section 409A”)): (i) reduction of Payments that constitute “deferred compensation” (within the meaning of Section 409A), howeverand if there is more than one such Payment, that then such election reduction shall be subject applied on a pro rata basis to Company approval if made on or after the date on which the event that triggers the Payment occurs): all such Payments; (ii) reduction of Payments payable in cash paymentsthat do not constitute deferred compensation; cancellation (iii) reduction of accelerated vesting of Equity Awards other than stock options, if any; (iv) reduction of accelerated vesting of stock awardsoptions, if any; and (v) reduction of employee benefitsother benefits paid or provided to Executive. In the event that acceleration of vesting of stock award compensation Equity Awards is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculationssuch Equity Awards. If two or more Equity Awards are granted on the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlsame date, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax accelerated vesting of each award will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivereduced on a pro-rata basis.

Parachute Payments. (a) If Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit Executive would receive pursuant to a Change of Control from the Company this Agreement or otherwise (collectively, the “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”)and, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall aggregate amount of the Payments will be either (xi) the largest portion of the Payment Payments that would result in no portion of the Payment Payments (after reduction) being subject to the Excise Tax or (yii) the largest portion, up to and including the total, of the Paymententire Payments, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayments. If a Any reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur Payments required by this Section will be made in the following order unless Executive elects in writing a different order order: (providedA) Payments that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder), howeverand if there is more than one such Payment, that then such election reduction shall be subject applied on a pro rata basis to Company approval if made on or after the date on which the event that triggers the Payment occurs): all such Payments; (B) reduction of cash paymentspayments that do not constitute deferred compensation; cancellation (C) reduction of accelerated vesting of Equity Awards other than stock options; (D) reduction of accelerated vesting of stock awardsoptions; and (E) reduction of employee benefitsother benefits paid or provided to Executive. In the event that acceleration of vesting of stock award compensation Equity Awards is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculationssuch Equity Awards. If two or more Equity Awards are granted on the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlsame date, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax accelerated vesting of each award will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivereduced on a pro-rata basis.

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced equal to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s 's stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. In the event that any of the severance payments and other benefits provided by this Agreement or otherwise payable to Executive (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (iib) but for this sentenceSection, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment Executive’s severance payments and benefits under this Agreement or otherwise shall be reduced to the Reduced Amount. The “Reduced Amount” shall be payable either (x) the largest portion of the Payment that in full or in such lesser amount which would result in no portion of the Payment such severance payments or benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in the receipt by Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment severance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments or benefits may be taxable under Section 4999 of the Payment may Code. Any reduction in the severance payments and benefits required by this Section shall be made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. The calculations in this Section will be performed by the professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in severance payments and benefits that would otherwise be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting tax firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlacquiring company, the Company shall appoint a nationally recognized accounting tax firm to make the determinations required hereunderby this Section. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) by this Section. The accounting Company and Executive shall furnish such tax firm engaged such information and documents as the tax firm may reasonably request in order to make the determinations hereunder shall its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Paymentsoon as practicable following its engagement. Any good faith determinations of the accounting tax firm made hereunder shall be final, binding and conclusive upon the Company and Executive.. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such good faith determination by the Executive shall be binding on the Company. As a result of the uncertainty in the application of Sections 409A, 280G or 4999 of the Code at the time of the initial determination by the professional tax firm described in this Section, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section is due (the “Additional Excise Tax”). Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to Executive. The Company shall pay all reasonable fees, expenses and penalties of Executive relating to a claim by the IRS or other agency. In the event it is finally determined that a further reduction would have been required under this Section to place Executive in a better after-tax position, Executive shall repay the Company such amount within 30 days thereof in order to effect such result. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (ai) If Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit Executive would receive pursuant to a Change of Control from the Company this Agreement or otherwise (collectively, the “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”)and, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall aggregate amount of the Payments will be either (xi) the largest portion of the Payment Payments that would result in no portion of the Payment Payments (after reduction) being subject to the Excise Tax or (yii) the largest portion, up to and including the total, of the Paymententire Payments, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayments. If a Any reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur Payments required by this Section will be made in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): A) reduction of cash payments; cancellation (B) reduction of accelerated vesting of Equity Awards other than stock options; (C) reduction of accelerated vesting of stock awardsoptions; and (D) reduction of employee benefitsother benefits paid or provided to Executive. In the event that acceleration of vesting of stock award compensation Equity Awards is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing such Equity Awards. If two or more Equity Awards are granted on the same date, the accelerated vesting of each award will be reduced on a different order for cancellationpro-rata basis. (bii) The accounting professional firm engaged by the Company for general audit tax purposes as of the day prior to the effective date of the Change of Control shall event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the accounting tax firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlacquiring company, the Company shall will appoint a nationally recognized accounting tax firm to make the determinations required hereunderby this Section. The Company shall will bear all expenses with respect to the determinations by such accounting the tax firm required to be made hereunder. (c) by this Section. The accounting Company and Executive shall furnish the tax firm engaged such information and documents as the tax firm may reasonably request in order to make the determinations hereunder shall its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Paymentsoon as practicable following its engagement. Any good faith determinations of the accounting tax firm made hereunder shall will be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If there is a change in ownership or control of the Company that would cause any payment or benefit Executive would receive pursuant to a Change of Control from distribution by the Company or otherwise any other person or entity to the Executive or for the Executive's benefit (“whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment”") would (i) constitute a “parachute payment” within to be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (such excise tax, and (ii) but for this sentencetogether with any interest or penalties incurred by the Executive with respect to such excise tax, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (xafter taking into account federal, state, local and social security taxes): (a) the largest portion Payments or (b) one dollar less than the amount of the Payment Payments that would result in no portion of subject the Payment being subject Executive to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate"Safe Harbor Amount"), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the Payments is necessary so that the Payment equals Payments equal the Reduced AmountSafe Harbor Amount and none of the Payments constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in the following order unless manner the Executive elects in writing a different order (provided, however, that such election shall be subject prior to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless payment. If any Payment constitutes non-qualified deferred compensation or if the Executive elects fails to elect an order, then the Payments to be reduced will be determined in writing a different order for cancellation. (b) The accounting firm engaged by manner which has the Company for general audit purposes as of the day prior least economic cost to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individualExecutive and, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations by such accounting firm required to be made hereunder. (c) The under this Section 7.16, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time designated by the Company or Executive) or such other time as requested (the "Accounting Firm"). All fees and expenses of the Accounting Firm shall be borne solely by the Company or ExecutiveCompany. If Any determination by the accounting firm determines that no Excise Tax is payable with respect to a Payment, it Accounting Firm shall furnish the be binding upon Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit the Executive would receive pursuant to this Agreement or pursuant to any other agreement with the Employer following a change in the ownership or effective control of the Employer or change in the ownership of a substantial portion of the assets of the Employer (which change, as further defined in Section 280G of the Code and regulations promulgated thereunder (“Section 280G”), is referred to herein as a “Change of Control in Control”) from the Company Employer or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)G, and (ii) but for this sentencesection, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an a net after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of 1) cash payments, in the following order: (a) first, Severance Payments under this Agreement, (b) second, severance payments under any other agreement with the Employer and (c) third, any other cash payments under any of the foregoing agreements; (2) cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reducedoptions, such restricted stock, restricted stock units or any other awards that vest based on attainment of performance measures; (3) cancellation of the acceleration of vesting shall be cancelled in the reverse order of the date of grant of stock options, restricted stock and restricted stock units or any other awards that vest only based on Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior 's continued service to the effective date Employer, taking the last ones scheduled to vest (absent the acceleration) first, and (4) other non-cash forms of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunderbenefits. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If the aggregate value of the accelerated Option vesting under Section 4 and any payment other payments or benefit Executive benefits that the Eligible Employee would receive pursuant to a Change of in Control from the Company or otherwise otherwise, including, but not limited to, any payments or benefits under any employment or key employee agreements (“collectively, "Payment”) "), would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be that is subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced equal to the Reduced Amount. . (i) The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s the Eligible Employee's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive the Eligible Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock awardsOptions; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation Options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards such Options (i.e., earliest granted Option cancelled last) unless Executive the Eligible Employee elects in writing a different order for cancellation. (bii) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (ciii) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Eligible Employee and the Company and Executive within fifteen (15) calendar days after the date on which Executive’s the Eligible Employee's right to a Payment is triggered (if requested at that time by the Company Eligible Employee or Executivethe Company) or such other time as requested by the Company Eligible Employee or Executivethe Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Eligible Employee and the Company and Executive with an opinion reasonably acceptable to Executive the Eligible Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company Eligible Employee and Executivethe Company.

Parachute Payments. (a) If In no event shall any payment or benefit other consideration payable to the Executive would receive pursuant by the Employer exceed the amount permitted by Code Section 280G. Therefore, if the aggregate present value (determined in accordance with the provisions of Code Section 280G) of both the amounts payable to a Change the Executive under this Agreement and all other amounts payable to the Executive by the Employer in the nature of Control from compensation (the Company or otherwise (“PaymentAggregate Payments”) would (i) constitute result in a “parachute payment,” within the meaning of as defined under Code Section 280G of G, then the Internal Revenue Code of 1986Aggregate Payments shall not be greater than an amount equal to 2.99 multiplied by the Executive’s “base amount” for the “base period”, as amended (those terms are defined under Code Section 280G. In the “Code”), and (ii) but for this sentence, be subject event the Aggregate Payments are required to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced pursuant to this Section, the Reduced Amount. The “Reduced Amount” shall Aggregate Payments will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur reduced by category in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; a) cancellation of accelerated vesting of stock equity awards; (b) reduction or elimination of employee benefits. cash severance benefits that are subject to Code Section 409A; (c) reduction or elimination of cash severance benefits that are not subject to Code Section 409A; (d) reduction or elimination of any remaining portion of the Aggregate Payments that are subject to Code Section 409A; and (e) reduction or elimination of any remaining portion of the Aggregate Payments that are not subject to Code Section 409A. In the event that acceleration of vesting of stock equity award compensation is to be reducedcancelled, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of the Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by equity awards. Within each other category, cash payments and payments with respect to any equity award will be reduced pro rata based on the Company for general audit purposes as portion of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant cash or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses other payment with respect to the determinations by such accounting firm required to Aggregate Payments, in each case beginning with payments that would otherwise be made hereunder. (c) The accounting firm engaged to make last in time; provided that in no event shall the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to cash portion of the Company Aggregate Payments be less than the amount of federal and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time state income tax withholding owed by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable Executive with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveAggregate Payments.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursChange in Control): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s 's stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit Executive would receive pursuant to a Change of Control from the Company this Agreement or otherwise (collectively, the “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”)and, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall aggregate amount of the Payments will be either (xi) the largest portion of the Payment Payments that would result in no portion of the Payment Payments (after reduction) being subject to the Excise Tax or (yii) the largest portion, up to and including the total, of the Paymententire Payments, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayments. If a Any reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur Payments required by this Section will be made in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): A) reduction of cash payments; cancellation (B) reduction of accelerated vesting of Equity Awards other than stock options; (C) reduction of accelerated vesting of stock awardsoptions; and (D) reduction of employee benefitsother benefits paid or provided to Executive. In the event that acceleration of vesting of stock award compensation Equity Awards is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing such Equity Awards. If two or more Equity Awards are granted on the same date, the accelerated vesting of each award will be reduced on a different order for cancellation. (b) pro-rata basis. The accounting professional firm engaged by the Company for general audit tax purposes as of the day prior to the effective date of the Change of Control shall event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the accounting tax firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlacquiring company, the Company shall will appoint a nationally recognized accounting tax firm to make the determinations required hereunderby this Section. The Company shall will bear all expenses with respect to the determinations by such accounting the tax firm required to be made hereunder. (c) by this Section. The accounting Company and Executive shall furnish the tax firm engaged such information and documents as the tax firm may reasonably request in order to make the determinations hereunder shall its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Paymentsoon as practicable following its engagement. Any good faith determinations of the accounting tax firm made hereunder shall will be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive Purchaser would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutivePurchaser’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive Purchaser elects in writing a different order (provided, however, that such election shall be subject to Company the Company’s approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutivePurchaser’s stock awards unless Executive Purchaser elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control Corporate Transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of ControlCorporate Transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Purchaser within fifteen (15) calendar days after the date on which ExecutivePurchaser’s right to a Payment is triggered (if requested at that time by the Company or ExecutivePurchaser) or such other time as requested by the Company or ExecutivePurchaser. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive Purchaser with an opinion reasonably acceptable to Executive Purchaser that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutivePurchaser.

Parachute Payments. (a) If Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit received or to be received by Executive would receive pursuant to a Change of Control from the Company pursuant to this Agreement or otherwise (all such payments and benefits, the “PaymentPayments”) would be subject (iin whole or in part) constitute a “parachute payment” within to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)” and such excise tax, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall then, after taking into account any reduction in the Payments provided by reason of Section 280G of the Code in another plan, arrangement or agreement, the Payments will be reduced equal to the Reduced AmountAmount (as defined below). The “Reduced Amount” shall will be either (x) the largest portion of the Payment Payments that would result in no portion of the Payment Payments (after reduction) being subject to the Excise Tax or but only if (yi) the largest portionReduced Amount, up to after taking into account all applicable federal, state and including local employment taxes and income taxes (all computed at the totalhighest applicable marginal rate, net of the Payment, whichever amount, maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes) on the Reduced Amount (and after taking into account the phase out itemized deductions and personal exemptions attributable to such Payments) is greater than or equal to (ii) the net amount of the Payments without reduction (but after taking into account all applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of and after taking into account the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject phase out itemized deductions and personal exemptions attributable to the Excise Taxsuch Payments. If a reduction in payments or benefits constituting “parachute payments” the Payments is necessary to be made so that the Payment Payments equals the Reduced Amount, Executive will have no rights to any additional payments and/or benefits constituting the Payments, and the reduction shall in payments and/or benefits will occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): 1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock awardsoptions; and (4) reduction of employee benefits. In the event other benefits paid to Executive, in each case beginning with payments that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to would be made hereunderlast in time. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s 's stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If there is a change in ownership or control of the Company that would cause any payment or benefit Executive would receive pursuant to a Change of Control from distribution by the Company or otherwise any other person or entity to the Executive or for the Executive's benefit (“whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment”") would (i) constitute a “parachute payment” within to be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (such excise tax, and (ii) but for this sentencetogether with any interest or penalties incurred by the Executive with respect to such excise tax, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (xafter taking into account federal, state, local and social security taxes): (a) the largest portion Payments or (b) one dollar less than the amount of the Payment Payments that would result in no portion of subject the Payment being subject Executive to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate"Safe Harbor Amount"), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the Payments is necessary so that the Payment equals Payments equal the Reduced AmountSafe Harbor Amount and none of the Payments constitutes non‑qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in the following order unless manner the Executive elects in writing a different order (provided, however, that such election shall be subject prior to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless payment. If any Payment constitutes non‑qualified deferred compensation or if the Executive elects fails to elect an order, then the Payments to be reduced will be determined in writing a different order for cancellation. (b) The accounting firm engaged by manner which has the Company for general audit purposes as of the day prior least economic cost to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individualExecutive and, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations by such accounting firm required to be made hereunder. (c) The under this Section 7.16, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time designated by the Company or Executive) or such other time as requested (the "Accounting Firm"). All fees and expenses of the Accounting Firm shall be borne solely by the Company or ExecutiveCompany. If Any determination by the accounting firm determines that no Excise Tax is payable with respect to a Payment, it Accounting Firm shall furnish the be binding upon Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Notwithstanding anything to the contrary in this Agreement, if any payment or benefit Executive would receive pursuant to a Change of Control from the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x1) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y2) the largest portion, up to and including the total, Payment or a portion thereof after payment of the Paymentapplicable Excise Tax, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless of payments Executive elects in writing a different order (writing, provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutiveThe Company’s stock awards unless Executive elects in writing a different order for cancellation. (b) The principal outside accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to will make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder and shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of The Company shall be entitled to rely upon the accounting firm made hereunder firm’s determinations, which shall be final, final and binding and conclusive upon the Company and Executiveon all persons.

Parachute Payments. (a) If any payment or benefit Executive Stockholder would receive pursuant to a Change of Control Corporate Transaction from the Company Company, its Affiliates or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s Stockholder's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive Stockholder elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Stockholder's stock awards unless Executive Stockholder elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control Corporate Transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of ControlCorporate Transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Stockholder within fifteen (15) calendar days after the date on which Executive’s Stockholder's right to a Payment is triggered (if requested at that time by the Company or ExecutiveStockholder) or such other time as requested by the Company or ExecutiveStockholder. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive Stockholder with an opinion reasonably acceptable to Executive Stockholder that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveStockholder.

Parachute Payments. (a) If any payment or benefit the Executive would receive pursuant to a Change this Severance Agreement or otherwise, including accelerated vesting of Control from the Company or otherwise any equity compensation (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by set forth in Section 4999 of the Internal Revenue Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election A) cash payments shall be subject to Company approval if made reduced first and in reverse chronological order such that the cash payment owed on or after the latest date on which following the occurrence of the event that triggers triggering such Excise Tax will be the Payment occurs): reduction of first cash paymentspayment to be reduced; cancellation of (B) accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting awards shall be cancelled cancelled/reduced next and in the reverse order of the date of grant of Executive’s for such stock awards unless (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such Excise Tax will be the first benefit to be reduced. Notwithstanding the foregoing sentence, to the extent permitted by Code Sections 280G, 409A and 4999, the Executive elects in writing may elect a different order for cancellation. (b) of reduction. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunderunder this Section 6.17 and perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

Parachute Payments. (a) If any payment or benefit the Executive would receive pursuant to a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the the 7. following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s stock awards unless the Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, if any payment or benefit the Executive would receive pursuant to a Change of Control from the Company pursuant to this Agreement or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionportion of the Payment, up to and including the total, of the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s stock awards unless the Executive elects in writing a different order for cancellation. (b) . The Company shall appoint a nationally recognized independent accounting firm engaged by to make the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the determinations required hereunder, which accounting firm so engaged by the Company is shall not then be serving as accountant or auditor for the individual, entity or group affecting that effected the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of The Company shall be entitled to rely upon the accounting firm made hereunder firm’s determinations, which shall be final, final and binding and conclusive upon the Company and Executiveon all persons.

Parachute Payments. (a) If there is a change in ownership or control of the Company that would cause any payment or benefit Executive would receive pursuant to a Change of Control from distribution by the Company or otherwise any other person or entity to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would (i) constitute a “parachute payment” within to be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)) (such excise tax, and (ii) but for this sentencetogether with any interest or penalties incurred by the Executive with respect to such excise tax, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (xafter taking into account federal, state, local and social security taxes): (a) the largest portion Payments or (b) one dollar less than the amount of the Payment Payments that would result in no portion of subject the Payment being subject Executive to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate“Safe Harbor Amount”), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the Payments is necessary so that the Payment equals Payments equal the Reduced AmountSafe Harbor Amount and none of the Payments constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in the following order unless manner the Executive elects in writing a different order (provided, however, that such election shall be subject prior to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless payment. If any Payment constitutes non-qualified deferred compensation or if the Executive elects fails to elect an order, then the Payments to be reduced will be determined in writing a different order for cancellation. (b) The accounting firm engaged by manner which has the Company for general audit purposes as of the day prior least economic cost to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individualExecutive and, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations by such accounting firm required to be made hereunder. (c) The under this Section 7.16, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time designated by the Company or Executive) or such other time as requested (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or ExecutiveCompany. If Any determination by the accounting firm determines that no Excise Tax is payable with respect to a Payment, it Accounting Firm shall furnish the be binding upon Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit the Executive would receive pursuant to in connection with a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced either (1) provided to the Reduced Amount. The “Reduced Amount” shall be either Executive in full, or (x2) provided to the largest portion of the Payment Executive as to such lesser extent that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after when taking into account all applicable federal, state state, local and local foreign income and employment taxes, income taxesthe Excise Tax, and the Excise Tax (all computed at the highest any other applicable marginal rate)taxes, results in the receipt by the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment Payment, notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amountis to be made as provided above, reduction reductions shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursor a portion thereof): (i) reduction of cash payments; (ii) cancellation of accelerated vesting of Stock Awards other than stock awardsoptions; (iii) cancellation of accelerated vesting of Stock Awards that are stock options; and (iv) reduction of employee benefitsother benefits paid to the Executive. In the event that If acceleration of vesting of stock award compensation Stock Awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards Stock Awards (i.e., the earliest granted Stock Awards cancelled last) unless the Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . Such accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code and other applicable legal authority. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Executive and the Company and Executive within fifteen (15) calendar days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company Executive or Executivethe Company) or such other time as requested by the Company Executive or Executivethe Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Executive and the Company and Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company Executive and Executivethe Company.

Parachute Payments. (a) If any payment or benefit Executive would receive from the Company or otherwise pursuant to a Change of Control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either the greater of (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountwhich, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater greatest net amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock and other equity-based awards; reduction of employee benefits. In the event that acceleration of vesting of stock and other equity-based award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock and other equity-based awards unless Executive elects in writing a different order for cancellation. . For the reduction for each class of payments there shall be a pro rata reduction between amounts in that class that are subject to Section 409A of the Code (b“Section 409A”) as deferred compensation and amounts not subject to Section 409A as deferred compensation. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by Executive or the Company or ExecutiveCompany. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Executive and the Company and ExecutiveCompany.

Parachute Payments. (a) If In the event that the aggregate amount of any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a Payments that could be considered “parachute paymentpayments” within the meaning of (as defined in Section 280G of the Internal Revenue Code of 1986Code) (such payments, as amended (the “CodeParachute Payments”)) exceeds the greatest amount of Parachute Payments that may be paid, and (ii) but for this sentence, be subject provided or delivered to the excise tax imposed by Section 4999 of Executive without giving rise to any liability for the Code (the “Excise Tax”), then such Payment the aggregate amount of Parachute Payments to which the Executive is entitled shall be reduced to an amount equal to the Reduced Amountamount which produces the greatest after-tax benefit to the Executive after taking into account any Excise Tax to be payable by the Executive. For the avoidance of doubt, this provision will reduce the amount of Parachute Payments otherwise payable to the Executive, if doing so would place the Executive in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of such Parachute Payments). The “Reduced Amount” Company shall be either (x) reduce or eliminate the largest Parachute Payments by first reducing or eliminating the portion of the Payment Parachute Payments that would result are payable in no cash and then by reducing or eliminating the non-cash portion of the Payment being Parachute Payments, in each case, in reverse order beginning with payments or benefits which are to be paid the furthest in the future. This Section 5 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any Payment. All determinations to be made under this Section 5 shall be made, at the Company’s expense, by a nationally recognized certified public accounting firm selected by the Company (other than any such firm that serves as the Company’s auditor or otherwise has a material recurring business relationship with the Company), and written copies thereof shall be promptly delivered to the Executive. For the avoidance of doubt, this Section 5 shall not be applicable to the extent that the Executive is not subject to the Excise Tax or (y) the largest portion, up to and including the total, by virtue of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellationresidence. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If there is a change in ownership or control of the Company that would cause any payment or benefit Executive would receive pursuant to a Change of Control from by the Company or otherwise any other person or entity to the Executive or for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would (i) constitute a “parachute payment” within to be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)) (such excise tax, and (ii) but for this sentencetogether with any interest or penalties incurred by the Executive with respect to such excise tax, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (xafter taking into account federal, state, local and social security taxes): (a) the largest portion Payments or (b) one dollar less than the amount of the Payment Payments that would result in no portion of subject the Payment being subject Executive to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate“Safe Harbor Amount”), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the Payments is necessary so that the Payment equals Payments equal the Reduced AmountSafe Harbor Amount and none of the Payments constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in the following order unless manner the Executive elects in writing a different order (provided, however, that such election shall be subject prior to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless payment. If any Payment constitutes non-qualified deferred compensation or if the Executive elects fails to elect an order, then the Payments to be reduced will be determined in writing a different order for cancellation. (b) The accounting firm engaged by manner which has the Company for general audit purposes as of the day prior least economic cost to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individualExecutive and, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations by such accounting firm required to be made hereunder. (c) The under this Section 7.16, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time designated by the Company or Executive) or such other time as requested (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company or ExecutiveCompany. If Any determination by the accounting firm determines that no Excise Tax is payable with respect to a Payment, it Accounting Firm shall furnish the be binding upon Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company pursuant to or otherwise in connection with a “Change in Control” as defined below (any “Payment”) would (i) constitute a “parachute payment” within the meaning of Section Code §280G of the Internal Revenue Code of 1986, as amended (the “Code”)G, and (ii) but for this sentence, be subject to the excise tax imposed by Section Code §4999 of the Code (the “Excise Tax”), then such Payment shall be reduced adjusted to equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment (prior to adjustment) that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, portion of the PaymentPayment (prior to adjustment), whichever amountwhich, after taking into account all applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment (than that calculated under clause (x) above) notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects elects, in writing writing, a different order (provided, however, that such election shall be subject to Company the Company’s approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock awardsoptions (if any); and reduction of employee benefits. In the event that acceleration of vesting of the stock award compensation options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards options (i.e., the earliest granted stock option will be cancelled last) unless Executive elects elects, in writing writing, a different order for cancellation. . Notwithstanding anything to the contrary herein, Executive shall be responsible for any costs and expenses (b) The accounting firm engaged whether or not incurred by the Company for general audit Company) in connection with any reductions made (or the determination thereof) pursuant to this Section 12. For purposes as of this Section, “Change in Control” shall have the day prior to meaning (or any corresponding meaning) contained in the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.Treasury Regulations promulgated under Code §280G.

Parachute Payments. (a) If any payment or benefit Executive the Eligible Employee would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s the Eligible Employee's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive the Eligible Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s the Eligible Employee's stock awards unless Executive the Eligible Employee elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive the Eligible Employee within fifteen (15) calendar days after the date on which Executive’s the Eligible Employee's right to a Payment is triggered (if requested at that time by the Company or Executivethe Eligible Employee) or such other time as requested by the Company or Executivethe Eligible Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive the Eligible Employee with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivethe Eligible Employee.

Parachute Payments. (ai) If Except as otherwise expressly provided in an agreement between a Participant and the Company or an Affiliate, if any payment or benefit Executive the Participant would receive pursuant to in connection with a Change of in Control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall will be reduced equal to the Reduced Amount. The “Reduced Amount” shall will be either (xA) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (yB) the largest portion, up to and including the total, of the Payment, whichever amountamount ((A) or (B)), after taking into account all applicable federal, state state, provincial, foreign, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executivethe Participant’s receipt, on an after-tax basis, of the greater amount of the Payment greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall will occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): 1) reduction of cash payments; (2) cancellation of accelerated vesting of stock awardsawards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of employee benefitsother benefits paid to the Participant. Within any such category of Payments (that is, (1), (2), (3) or (4)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are “deferred compensation.” In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executivethe Participant’s applicable type of stock award (i.e., earliest granted stock awards unless Executive elects are cancelled last). If Section 409A of the Code is not applicable by law to a Participant, the Company will determine whether any similar law in writing a different order for cancellationthe Participant’s jurisdiction applies and should be taken into account. (bii) The accounting professional firm engaged by the Company for general audit tax purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculationsmake all determinations required to be made under this Section 5(e). If the accounting professional firm so engaged by the Company is serving as an accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting professional firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting professional firm made hereunder shall be final, binding and conclusive upon the Company and Executivethe Participant.

Parachute Payments. (a) If any payment or benefit Executive you would receive pursuant to a Change of in Control (as defined in subsection 1(a) or the Plan) from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects you elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock awardsStock Awards; reduction of employee benefits. In the event that acceleration of vesting of stock award Stock Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards your Stock Awards unless Executive elects the you elect in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company and Executive within fifteen (15) calendar days after the date on which Executive’s your right to a Payment is triggered (if requested at that time by you or the Company or ExecutiveCompany) or such other time as requested by you or the Company or ExecutiveCompany. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive you with an opinion reasonably acceptable to Executive you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company and ExecutiveCompany.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change in Control (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be equal either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, and income taxes, taxes and the Excise Tax (all in each case, computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayment. If a reduction in payments or benefits constituting “parachute payments” is necessary must be reduced so that the Payment equals the Reduced Amount, such reduction shall occur in the following order unless Executive elects in writing writing, and the Company approves, a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): i) reduction of cash payments; (ii) cancellation of accelerated vesting of any stock awards; and (iii) reduction of non-cash employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards awards, such that the award granted on the latest date preceding the Change in Control shall be cancelled first, unless Executive elects in writing writing, and the Company approves, a different order for cancellation. (b) order. The accounting firm engaged by the Company Company, for general audit purposes as of purposes, shall engage a nationally recognized public accounting firm (the day prior “Accounting Firm”) to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the calculations and determinations by such accounting firm Accounting Firm required to be made hereunder. (c) . The accounting firm Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish to the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursChange in Control): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s 's stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.required

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursapproval): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of shall engage a nationally recognized public accounting firm (the day prior “Accounting Firm”) to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm Accounting Firm required to be made hereunder. (c) . The accounting firm Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Except as otherwise provided in an agreement between Employee and the Company, if any payment or benefit Executive the Employee would receive pursuant to in connection with a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount.” The Reduced Amount shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executivethe Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction or elimination in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive the Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock awardsoptions; and (4) reduction of employee benefitsother benefits paid to Employee. In the event that If acceleration of vesting of stock award compensation from Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in by first canceling such acceleration for the reverse order of vesting installment that will vest last and continuing by canceling as a first priority such acceleration for vesting installment with the date of grant of Executive’s stock awards latest vesting unless Executive the Employee elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day cancellation prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the any Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Except as otherwise provided in an agreement between Employee and the Company, if any payment or benefit Executive the Employee would receive pursuant to in connection with a Change change of Control control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount.” The Reduced Amount shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executivethe Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction or elimination in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): 1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock awardsoptions; and (4) reduction of employee benefitsother benefits paid to Employee. In Within any such category of payments and benefits (that is, (1)-(4)), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the event meaning of Section 409A and then with respect to amounts that are “deferred compensation.” If acceleration of vesting of stock award compensation from Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor first canceling such acceleration for the individual, entity or group affecting vesting installment that will vest last and continuing by canceling as a first priority such acceleration for vesting installment with the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunderlatest vesting. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive you would receive pursuant to a Change of Control from the Company pursuant to this Agreement or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionportion of the Payment, up to and including the total, of the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s the your stock awards unless Executive elects in writing awards. The Company shall appoint a different order for cancellation. (b) The nationally recognized independent accounting firm engaged by to make the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the determinations required hereunder, which accounting firm so engaged by the Company is shall not then be serving as accountant or auditor for the individual, entity or group affecting that effected the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive you within fifteen (15) calendar days after the date on which Executive’s your right to a Payment is triggered (if requested at that time by the Company or Executiveyou) or such other time as requested by the Company or Executiveyou. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive you with an opinion reasonably acceptable to Executive you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of The Company shall be entitled to rely upon the accounting firm made hereunder firm’s determinations, which shall be final, final and binding and conclusive upon the Company and Executiveon all persons.

Parachute Payments. If the total payments and benefits to be paid to or for the benefit of the Executive under this Agreement (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise (“"Payment”") would (i) constitute a “cause any portion of those payments and benefits to be "parachute payment” within payments" as defined in Code Section 280G(b)(2), or any successor provision, the meaning of Section 280G total payments and benefits to be paid to or for the benefit of the Internal Revenue Code of 1986Executive under this Agreement shall be reduced, as amended (if applicable, by the “Code”), and (ii) but for this sentence, be subject Corporation to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Adjusted Amount. The “Reduced " Adjusted Amount” " shall be either (x) the Payment reduced to the largest portion of the Payment that would otherwise result in no portion of the Payment being subject to the excise tax imposed by Code Section 4999 (the "Excise Tax Tax") or (y) an amount equal to the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Adjusted Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on order: first by reducing or after eliminating the date on which the event that triggers portion of the Payment occurs): reduction that is payable in cash, second by reducing or eliminating the portion of the Payment that is not payable in cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits(other than Payments as to which Treasury Regulations Section 1.280G-1 Q/A-24(c) (or any successor provision thereto) applies (“Q/A-24(c) Payments”)), and third by reducing or eliminating Q/A-24(c) Payments. In the event that any Q/A-24(c) Payment or acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting Q/A-24(c) Payment shall be reduced or cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) the awards. The independent public accounting firm engaged by serving as the Company for general audit purposes as of the day Corporation's auditing firm immediately prior to the effective date of the Change of Control (the "Accountants") shall perform make in writing in good faith, subject to the foregoing calculationsterms and conditions of this Section 16, all calculations and determinations under this Section, including the assumptions to be used in arriving at such calculations and determinations, whether any payments are to be reduced, and the manner and amount of any reduction in the payments. If For purposes of making the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlcalculations and determinations under this Section, the Company Accountants may make reasonable assumptions and approximations concerning the application of Code Sections 280G and 4999. The Executive shall appoint a nationally recognized accounting firm furnish to the Accountants and the Corporation such information and documents as the Accountants or the Corporation may reasonably request to make the calculations and determinations required hereunderunder this Section. The Company Corporation shall bear all expenses fees and costs the Accountants may reasonably charge or incur in connection with respect to the determinations any calculations contemplated by such accounting firm required to be made hereunder. (c) this Section. The accounting firm engaged to make the determinations hereunder Accountants shall provide its calculationsdetermination, together with detailed supporting documentationcalculations regarding any relevant matter, both to the Company Corporation and to the Executive within fifteen by no later than ninety (1590) calendar days after following the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations 's Termination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveEmployment.

Parachute Payments. (a) If Any provision of the Agreement to the contrary notwithstanding, if any payment or benefit the Executive would receive pursuant to a Change of Control from the Company pursuant to the Agreement or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such the Payment shall will be reduced equal to the Reduced AmountAmount (defined below). The “"Reduced Amount” shall " will be either (x1) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y2) the largest portion, up to and including the total, of the entire Payment, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in the Executive’s 's receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayment. If a reduction in payments or benefits constituting “parachute payments” the Payment is necessary to be made so that the Payment equals the Reduced Amount, (x) the Payment will be paid only to the extent permitted under the Reduced Amount alternative, and the Executive will have no rights to an additional payments and/or benefits constituting the Payment, and (y) reduction shall in payments and/or benefits will occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): 1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock awardsoptions; and (4) reduction of employee benefitsother benefits paid to the Executive. In the event that acceleration of vesting of stock equity award compensation is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of the Executive’s stock awards unless 's equity awards. In no event will the Company or any stockholder be liable to the Executive elects in writing for any amounts not paid as a different order for cancellation. (b) result of the operation of this Section 15. The accounting professional firm engaged by the Company for general audit tax purposes as of the day prior to the effective date of the Change of Control shall Closing will perform the foregoing calculations. If the accounting tax firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlacquirer, the Company shall will appoint a nationally recognized accounting tax firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting tax firm engaged to make the determinations hereunder shall will provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after before the date on which Executive’s right to a Payment is triggered Closing (if requested at that time by the Company or the Executive) or such other reasonable time as requested by the Company or the Executive. If No portion of the accounting firm determines that no Excise Tax is payable with respect to Payment shall be taken into account which in the opinion of tax counsel does not constitute a Payment“parachute payment” within the meaning of Code Section 280G(b)(2), it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Paymentincluding by reason of Code Section 280G(b)(4)(A). Any good faith determinations of the accounting tax firm made hereunder shall will be final, binding and conclusive upon the Company and the Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b1) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c2) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive an Employee would receive pursuant to in connection with a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executivethe Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executivethe Employee’s stock awards unless Executive elects in writing a different order for cancellation. (b) awards. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive the Employee within fifteen (15) calendar days after the date on which Executivethe Employee’s right to a Payment is triggered (if requested at that time by the Company or Executivethe Employee) or such other time as requested by the Company or Executivethe Employee. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive the Employee with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivethe Employee.

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to a Change in connection with the termination of Control from the Company or otherwise Executive's employment (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which the event that triggers the Payment occursof Executive's termination of employment): reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s 's stock awards unless the Executive elects in writing a different order for cancellation. (ba) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change Executive's termination of Control employment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting a change in ownership or effective control of the Change of ControlCompany, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (cb) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive Employee would receive pursuant to a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 19861988, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, receipt of the greater amount of the Payment greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in a manner necessary to provide Employee with the following order unless Executive elects in writing a different order (providedgreatest economic benefit. If more than one manner of reduction of payments or benefits necessary to arrive at the Reduced Amount yields the greatest economic benefit, however, that such election the payments and benefits shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellationreduced pro rata. (b) The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change event described in Section 280G(b)(2)(A)(i) of Control the Code shall perform the foregoing calculations. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controleffecting such event, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. (c) . The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Employee within fifteen thirty (1530) calendar days after the date on which ExecutiveEmployee’s right to a Payment is triggered (if requested at that time by the Company or ExecutiveEmployee) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such PaymentEmployee. Any good faith determinations of the independent registered public accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveEmployee.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of Control change in control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionportion of the Payment, up to and including the total, of the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled first with respect to stock awards (including stock options) that are not subject to Treas. Reg. 280G‑1 Q&A 24(c) and next for stock awards (including stock options) subject to Treas. Reg. 280G‑1 Q&A 24(c) and in both cases starting from the reverse order last vesting tranche. Notwithstanding the foregoing, to the extent that it is permitted under Sections 409A, 280G and 4999 of the date of grant of Executive’s stock awards unless Code, Executive elects in writing may designate a different order for cancellation. (b) of reduction in payments or benefits constituting “parachute payments”. The Company shall appoint a nationally recognized independent accounting firm engaged by to make the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the determinations required hereunder, which accounting firm so engaged by the Company is shall not then be serving as accountant or auditor for the individual, entity or group affecting that effected the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen ten (1510) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive Purchaser would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutivePurchaser’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive Purchaser elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutivePurchaser’s stock awards unless Executive Purchaser elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control Corporate Transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of ControlCorporate Transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Purchaser within fifteen (15) calendar days after the date on which ExecutivePurchaser’s right to a Payment is triggered (if requested at that time by the Company or ExecutivePurchaser) or such other time as requested by the Company or ExecutivePurchaser. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive Purchaser with an opinion reasonably acceptable to Executive Purchaser that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutivePurchaser.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to from the Company in connection with a Change change in control of Control from the beneficial ownership of the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by . In addition, at the Company for general audit purposes as reasonable request of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of ControlExecutive, the Company shall appoint a nationally recognized accounting firm use its best efforts to make the determinations required hereunder. The Company shall bear all expenses with respect submit to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make stockholders of the determinations hereunder shall provide its calculations, together with detailed supporting documentation, Company for approval the amount of Executive’s Payment pursuant to the Company and Executive within fifteen (15requirements of Section 280(G) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveCode.

Parachute Payments. (a) If any payment or benefit the Executive would receive pursuant to a Change the Employment Agreement or otherwise, including accelerated vesting of Control from the Company or otherwise any equity compensation (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by set forth in Section 4999 of the Internal Revenue Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election A) cash payments shall be subject to Company approval if made reduced first and in reverse chronological order such that the cash payment owed on or after the latest date on which following the occurrence of the event that triggers triggering such Excise Tax will be the Payment occurs): reduction of first cash paymentspayment to be reduced; cancellation of (B) accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting awards shall be cancelled cancelled/reduced next and in the reverse order of the date of grant of Executive’s for such stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by i.e., the Company for general audit purposes as vesting of the day prior to most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the effective benefit owed on the latest date following the occurrence of the Change of Control shall perform event triggering such Excise Tax will be the foregoing calculationsfirst benefit to be reduced. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the The Company shall appoint a nationally recognized accounting firm to make the determinations required hereunderunder this Section 7.17 and perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or the Executive) or such other time as requested by the Company or the Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.”

Parachute Payments. (a) If To the extent consistent with applicable law, the payment of any payment amounts or benefit Executive would receive pursuant the provision of any benefits under this Agreement or any other agreement including, without limitation, the Total Payments, will be reduced or adjusted to a Change of Control from avoid triggering the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended excise tax (the “CodeExcise Tax”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise TaxRequired Reduction”), then if such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that adjustment would result in no portion the provision of the Payment being subject to the Excise Tax or a greater total benefit, on a net after-tax basis (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all any applicable federal, state and local income and employment taxestaxes and the Excise Tax), income taxesto Executive. In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) by reducing any cash payments to be made to Executive (excluding any cash payment with respect to the acceleration of equity-based compensation); (ii) by canceling the acceleration of vesting of any outstanding equity, equity-based or other long-term incentive compensation awards; and (iii) by reducing any other non-cash benefits provided to Executive. In the case of the reductions to be made pursuant to each of the above-mentioned clauses, the payment and/or benefit amounts to be reduced, and the acceleration of vesting to be cancelled, shall be reduced or cancelled in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced: (x) only to the extent that the payment and/or benefit otherwise to be paid, or the vesting of the award that otherwise would be accelerated, would be treated as a “parachute payment” within the meaning of Code Section 280G(b)(2)(A); and (y) only to the extent necessary to achieve the Required Reduction. All determinations made under this Section 16(e) (as well as with respect to any payments provided to any other “disqualified individual” of the Company within the meaning of Section 280G(c) of the Code) shall be made by a nationally recognized accounting or consulting firm as selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations to Executive and the Company. All fees and expenses of the Accounting Firm shall be borne by the Company. All determinations by the Accounting Firm shall be binding on Executive and the Company absent manifest error. Notwithstanding the foregoing, if prior to a change in ownership or effective control of the Company (as described in Section 280G of the Code and the regulations and guidance promulgated thereunder), no stock of the Company is readily tradable on an established securities market and the Accounting Firm determines that the Excise Tax would be imposed upon the Total Payments (all computed at the highest applicable marginal rate)and any other payments) then, results in subject to Executive’s receipt, on an after-tax basis, execution of the greater amount of the Payment notwithstanding a written agreement providing that all or some Executive will waive any portion of the Payment may Total Payments (and any other payments) that would otherwise cause such payments to be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm agrees to make the determinations required hereunder. The Company shall bear all expenses with respect use commercially reasonable efforts to submit to the determinations by such accounting firm required Company’s shareholders for approval, in a manner that satisfies Section 280G(b)(5)(B) of the Code, Executive’s conditional right to be made hereunder. receive the portion of the Total Payments (cand other payments) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, otherwise subject to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivewaiver agreement.

Parachute Payments. (a) If any payment or benefit Executive would receive from the Company or otherwise pursuant to a Change of Control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either the greater of (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountwhich, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater greatest net amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock and other equity-based awards; reduction of employee benefits. In the event that acceleration of vesting of stock and other equity-based award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock and other equity-based awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Executive and the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by Executive or the Company or ExecutiveCompany. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Executive and the Company and ExecutiveCompany.

Parachute Payments. (a) If any payment or benefit Executive you would receive pursuant to a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock equity awards; reduction of employee benefits. In the event that acceleration of vesting of stock award equity awards compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock your equity awards unless Executive elects in writing a different order for cancellation(i.e., earliest granted equity award cancelled last). (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company and Executive within fifteen (15) calendar days after the date on which Executive’s your right to a Payment is triggered (if requested at that time by you or the Company or ExecutiveCompany) or such other time as requested by you or the Company or ExecutiveCompany. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company and Executive with an opinion reasonably acceptable to Executive you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company and ExecutiveCompany.

Parachute Payments. (a) If Notwithstanding anything in this Agreement to the contrary, if any payment or benefit the Executive would receive pursuant to a Change of Control from the Company pursuant to Section 14 or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x1) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y2) the largest portion, up to and including the total, Payment or a portion thereof after payment of the Paymentapplicable Excise Tax, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless of payments the Executive elects in writing a different order (provided, however, that writing. The Company’s principal independent auditors engaged to audit the Company’s financial statements or such election shall be subject other independent auditors agreed to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to and Executive will make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder and shall provide its calculations, together with detailed supporting documentation, to the Company and the Executive within fifteen thirty (1530) calendar days after the date on which the Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or the Executive. If the accounting firm determines auditors determine that no Excise Tax is payable with respect to a Payment, it either before or after the application of the Reduced Amount, the auditors shall furnish the Company and the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder The Company shall be final, binding and conclusive entitled to rely upon the Company auditors’ determinations, which shall be final and Executivebinding on all persons.

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. For the avoidance of doubt, this Section 10 does not apply to the stock option acceleration rights applicable to Executive as described under the caption “ Options Subject to Acceleration” in Section 2.3(b) of the Disclosure Letter of VitalStream Holdings, Inc. to the Merger Agreement.

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which the event that triggers the Payment occursof Executive's termination of employment): reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s 's stock awards unless the Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change Executive's termination of Control employment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting a change in ownership or effective control of the Change of ControlCompany, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.bear

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to which Employee may be entitled in connection with a Change change in control (the “Payments”, which shall include, without limitation, the vesting of Control from the Company an option or otherwise (“Payment”other non-cash benefit or property) would (i) constitute a “parachute payment” within the meaning of Section 280G of the United States Internal Revenue Code of 1986, as amended (and the “Code”)rules and regulations thereunder and, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment Payments shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment Payments that would result in no portion of the Payment Payments being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the PaymentPayments, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executivethe Employee’s receipt, on an after-tax basis, of the greater amount of the Payment Payments notwithstanding that all or some portion of the Payment Payments may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals Payments equal the Reduced Amount, reduction shall occur in the following order unless Executive elects manner that results in writing a different order (providedthe greatest economic benefit for Employee. Determination of whether Payments would result in the application of the Excise Tax, however, and the amount of any reduction that such election is necessary so that the Payments equal the Reduced Amount shall be subject made, at EUSA’s expense, by the independent accounting firm employed by EUSA prior to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which ExecutiveEmployee’s right to a Payment is any Payments are triggered (if requested at that time by the Company Employee or ExecutiveEUSA) or such other time as reasonably requested by the Company Employee or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveEUSA.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursapproval): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior shall engage a nationally recognized public accounting firm (the”Accounting Firm”) to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive Purchaser would receive pursuant to a Change of in Control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), ; and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax; or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutivePurchaser’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive Purchaser elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutivePurchaser’s stock awards unless Executive Purchaser elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Purchaser within fifteen (15) 15 calendar days after the date on which ExecutivePurchaser’s right to a Payment is triggered (if requested at that time by the Company or ExecutivePurchaser) or such other time as requested by the Company or ExecutivePurchaser. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive Purchaser with an opinion reasonably acceptable to Executive Purchaser that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutivePurchaser.

Parachute Payments. (a) If any payment or benefit Executive Holder would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveHolder’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be order: reduction of current cash payments; reduction of deferred cash payments subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash paymentsCode Section 409A; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutiveHolder’s stock awards unless Executive elects in writing a different order for cancellationawards. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control Corporate Transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of ControlCorporate Transaction, the Company shall appoint a nationally recognized an accounting firm reasonably acceptable to Holder to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Holder within fifteen (15) 15 calendar days after the date on which ExecutiveHolder’s right to a Payment is triggered (if requested at that time by the Company or ExecutiveHolder) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such PaymentHolder. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveHolder.

Parachute Payments. ​ (ai) If Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit Executive would receive pursuant to a Change of Control from the Company this Agreement or otherwise (collectively, the “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”)and, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall aggregate amount of the Payments will be either (xi) the largest portion of the Payment Payments that would result in no portion of the Payment Payments (after reduction) being subject to the Excise Tax or (yii) the largest portion, up to and including the total, of the Paymententire Payments, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s 's receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayments. If a Any reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur Payments required by this Section will be made in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): A) reduction of cash payments; cancellation (B) reduction of accelerated vesting of Equity Awards other than stock options; (C) reduction of accelerated vesting of stock awardsoptions; and (D) reduction of employee benefitsother benefits paid or provided to Executive. In the ​ ​ event that acceleration of vesting of stock award compensation Equity Awards is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing such Equity Awards. If two or more Equity Awards are granted on the same date, the accelerated vesting of each award will be reduced on a different order for cancellation.pro-rata basis. ​ (bii) The accounting professional firm engaged by the Company for general audit tax purposes as of the day prior to the effective date of the Change of Control shall event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Tax will perform the foregoing calculations. If the accounting tax firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlacquiring company, the Company shall will appoint a nationally recognized accounting tax firm to make the determinations required hereunderby this Section. The Company shall will bear all expenses with respect to the determinations by such accounting the tax firm required to be made hereunder. (c) by this Section. The accounting Company and Executive shall furnish the tax firm engaged such information and documents as the tax firm may reasonably request in order to make the determinations hereunder shall its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Paymentsoon as practicable following its engagement. Any good faith determinations of the accounting tax firm made hereunder shall will be final, binding and conclusive upon the Company and Executive.. ​

Parachute Payments. (a) If Any provision of this Agreement to the contrary notwithstanding, if any payment or benefit Executive Employee would receive from the Employer pursuant to a Change of Control from the Company this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall will be reduced equal to the Reduced AmountAmount (as defined below). The “Reduced Amount” shall will be either (xl) the largest portion of the Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y2) the largest portion, up to and including the total, of the entire Payment, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayment. If a reduction in payments or benefits constituting “parachute payments” the Payment is necessary to be made so that the Payment equals the Reduced Amount, reduction shall in payments and/or benefits will occur in the following order: (i) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; (ii) reduction of cash payments (with such reduction being applied to the payments in the reverse order unless Executive elects in writing a different order which they would otherwise be made, that is, later payments shall be reduced before earlier payments); (iii) cancellation of acceleration of vesting of equity awards not covered under (i) above; provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In in the event that acceleration of vesting of stock award compensation equity awards is to be reducedcancelled, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock such equity awards, that is, later equity awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding canceled before earlier equity awards; and conclusive upon the Company and Executive(iv) reduction of other benefits paid to Employee.

Parachute Payments. (a) If any payment or benefit Executive Employee would receive pursuant to a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise the“Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects Employee elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock awardsoptions; reduction of employee benefits. In the event that acceleration of vesting of the stock award compensation options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s stock awards options (i.e., earliest granted stock option cancelled last) unless Executive Employee elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment payment, award, benefit or benefit Executive would receive pursuant to a Change of Control from distribution (including any acceleration) by the Company or otherwise any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of the Code to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 23) (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Executive (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Company will automatically reduce such Payment shall be reduced Payments to the Reduced Amount. The “Reduced Amount” shall be either (x) extent, but only to the largest portion of the Payment extent, necessary so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may remaining Payments will be subject to the Excise Tax, unless the amount of such Payments that the Executive would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Executive would retain after payment of all applicable Federal, state and local taxes after applying such reduction. Unless otherwise elected by the Executive, to the extent permitted under Code Section 409A, such reduction shall first be applied to any severance payments payable to the Executive under this Agreement, then to the accelerated vesting on any equity-based compensation awards, starting with stock options and stock appreciation rights reversing accelerated vesting of those options and stock appreciation rights with the smallest spread between fair market value and exercise price first and after reversing the accelerated vesting of all stock options and stock appreciation rights, thereafter reversing accelerated vesting of restricted stock, restricted stock units, performance shares, performance units or other similar equity awards on a pro rata basis. (b) All determinations required to be made under this Section 23, including the assumptions to be utilized in arriving at such determination, shall be made by an independent and certified public accounting firm of national standing mutually agreed upon by the Company and Executive (the “Accounting Firm”). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) If the Executive receives a reduction in payments or benefits constituting “parachute payments” Payment after taking into account any reductions pursuant to Section 23(a) and the Internal Revenue Service determines, that some portion of the Payment is necessary subject to additional Excise Tax, the provisions of this Section 23 shall be applied to the total amount of the Payments as determined by the Internal Revenue Service and the Executive shall promptly return to the Company a sufficient amount of the Payment so that no portion of any Payment is subject to the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (Excise Tax; provided, however, that if the amount of such election shall be subject to Company approval if made on or Payments (as redetermined) that the Executive would retain after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order payment of the date Excise Tax and all applicable Federal, state and local income taxes without any reduction under Section 23(a) would exceed the amount of grant such Payments that the Executive would retain after payment of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individualall applicable Federal, entity or group affecting the Change of Controlstate and local taxes after applying such reduction, the Company shall appoint a nationally recognized accounting firm restore any Payments previously reduced pursuant to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunderSection 23(a). (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Notwithstanding any provision of this Agreement to the contrary, if any payment or benefit Executive would receive pursuant to a Change of Control from the Company this Agreement or otherwise (collectively, “PaymentPayments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”)and, and (ii) but for this sentence, would be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall aggregate amount of the Payments will be either (xi) the largest portion of the Payment Payments that would result in no portion of the Payment Payments (after reduction) being subject to the Excise Tax or (yii) the largest portion, up to and including the total, of the Paymententire Payments, whichever amount, amount after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes), results in Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise TaxPayments. If a Any reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur Payments required by this Section will be made in the following order unless Executive elects in writing a different order order: (providedA) Payments that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder), howeverand, that if there is more than one such election Payment, then such reduction shall be subject applied on a pro rata basis to Company approval if made on or after the date on which the event that triggers the Payment occurs): all such Payments; (B) reduction of cash paymentspayments that do not constitute deferred compensation; cancellation (C) reduction of accelerated vesting of Equity Awards other than stock options; (D) reduction of accelerated vesting of stock awardsoptions; and (E) reduction of employee benefitsother benefits paid or provided to Executive. In the event that acceleration of vesting of stock award compensation Equity Awards is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculationssuch Equity Awards. If two or more Equity Awards are granted on the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlsame date, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax accelerated vesting of each award will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivereduced on a pro-rata basis.

Parachute Payments. (a) Best After-Tax. If any payment or benefit (including payments and benefits pursuant to this Agreement) Executive would receive pursuant to in connection with a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment the Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Payment that are paid to Executive, which of the following two alternative forms of payment would result maximize Executive’s after-tax proceeds: (i) payment in no portion full of the entire amount of the Payment being subject to the Excise Tax (a “Full Payment”), or (yii) payment of only a part of the Payment so that Executive receives the largest portion, up to and including payment possible without the total, imposition of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal ratea “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock awardsoptions; and (4) reduction of employee benefitsother benefits paid to Executive. In the event that acceleration of vesting of stock award compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be cancelled canceled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculationsmake all determinations required to be made under this Section 11.1. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. (c) The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursapproval): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior shall engage a nationally recognized public accounting firm to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive you would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G g of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects you elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s your stock awards unless Executive elects you elect in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control Corporate Transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of ControlCorporate Transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which the event that triggers the Payment occursof Executive's termination of employment): reduction of cash payments; , reduction of employee benefits, and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s 's stock awards unless the Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change Executive's termination of Control employment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting a change in ownership or effective control of the Change of ControlCompany, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion opinion 8. reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. If the total payments and benefits to be paid to or for the benefit of the Executive under this Agreement (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a cause any portion of those payments and benefits to be “parachute paymentpayments” within as defined in Code Section 280G(b)(2), or any successor provision, the meaning of Section 280G total payments and benefits to be paid to or for the benefit of the Internal Revenue Code of 1986Executive under this Agreement shall be reduced, as amended (if applicable, by the “Code”), and (ii) but for this sentence, be subject Corporation to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Adjusted Amount. The “Reduced “ Adjusted Amount” shall be either (x) the Payment reduced to the largest portion of the Payment that would otherwise result in no portion of the Payment being subject to the excise tax imposed by Code Section 4999 (the “Excise Tax Tax”) or (y) an amount equal to the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Adjusted Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on order: first by reducing or after eliminating the date on which the event that triggers portion of the Payment occurs): reduction that is payable in cash, second by reducing or eliminating the portion of the Payment that is not payable in cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits(other than Payments as to which Treasury Regulations Section 1.280G-1 Q/A - 24(c) (or any successor provision thereto) applies (“Q/A-24(c) Payments”)), and third by reducing or eliminating Q/A-24(c) Payments. In the event that any Q/A-24(c) Payment or acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting Q/A-24(c) Payment shall be reduced or cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) the awards. The independent public accounting firm engaged by serving as the Company for general audit purposes as of the day Corporation’s auditing firm immediately prior to the effective date of the Change of Control (the “Accountants”) shall perform make in writing in good faith, subject to the foregoing calculationsterms and conditions of this Section 16, all calculations and determinations under this Section, including the assumptions to be used in arriving at such calculations and determinations, whether any payments are to be reduced, and the manner and amount of any reduction in the payments. If For purposes of making the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlcalculations and determinations under this Section, the Company Accountants may make reasonable assumptions and approximations concerning the application of Code Sections 280G and 4999. The Executive shall appoint a nationally recognized accounting firm furnish to the Accountants and the Corporation such information and documents as the Accountants or the Corporation may reasonably request to make the calculations and determinations required hereunderunder this Section. The Company Corporation shall bear all expenses fees and costs the Accountants may reasonably charge or incur in connection with respect to the determinations any calculations contemplated by such accounting firm required to be made hereunder. (c) this Section. The accounting firm engaged to make the determinations hereunder Accountants shall provide its calculationsdetermination, together with detailed supporting documentationcalculations regarding any relevant matter, both to the Company Corporation and to the Executive within fifteen by no later than ninety (1590) calendar days after following the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations Termination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutiveEmployment.

Parachute Payments. In the event that any of the severance payments and other benefits provided by this Agreement or otherwise payable to Executive (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute paymentpayments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (iib) but for this sentenceSection, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment Executive’s severance payments and benefits under this Agreement or otherwise shall be reduced to the Reduced Amount. The “Reduced Amount” shall be payable either (x) the largest portion of the Payment that in full or in such lesser amount which would result in no portion of the Payment such severance payments or benefits being subject to the Excise Tax or (y) the largest portionTax, up to and including the total, whichever of the Paymentforegoing amounts, whichever amount, after taking into account all the applicable federal, state and local income and employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in the receipt by Executive’s receipt, on an after-tax basis, of the greater greatest amount of the Payment severance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments or benefits may be taxable under Section 4999 of the Payment may Code. Any reduction in the severance payments and benefits required by this Section shall be made in the following order: (i) reduction of cash payments; (ii) reduction of accelerated vesting of equity awards other than stock options; (iii) reduction of accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to Executive. The calculations in this Section will be performed by the professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in severance payments and benefits that would otherwise be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting tax firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controlacquiring company, the Company shall appoint a nationally recognized accounting tax firm to make the determinations required hereunderby this Section. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) by this Section. The accounting Company and Executive shall furnish such tax firm engaged such information and documents as the tax firm may reasonably request in order to make the determinations hereunder shall its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Paymentsoon as practicable following its engagement. Any good faith determinations of the accounting tax firm made hereunder shall be final, binding and conclusive upon the Company and Executive.. However, the Executive shall have the final authority to make any good faith determination(s) associated with the assumptions used by the tax firm in providing its calculations, and such good faith determination by the Executive shall be binding on the Company. As a result of the uncertainty in the application of Sections 409A, 280G or 4999 of the Code at the time of the initial determination by the professional tax firm described in this Section, it is possible that the Internal Revenue Service (the “IRS”) or other agency will claim that an Excise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section is due (the “Additional Excise Tax”). Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require payment of Additional Excise Tax. Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to payments made or due to

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to Section 4.01 above or pursuant to any other agreement with the Company following a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentencesection, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects order: (1) cash payments, in writing a different order the following order: (provideda) first, howeverseverance payments under the Executive’s employment agreement, that such election shall be if any, or other agreement providing for severance subject to Section 409A (b) second, severance payments under this Agreement and (c) third, any other cash payments under either of the foregoing agreements or any other agreements between the Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash paymentsand Executive; (2) cancellation of accelerated the vesting acceleration and award acceleration of stock awardsperformance shares under the Company’s 2008 Long-Term Incentive Program and any other awards that vest based on attainment of performance measures; reduction (3) cancellation of employee benefits. In the event that acceleration of vesting of restricted stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of and restricted stock units that vest only based on Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior continued service to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant Company, or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect any other awards that vest only based on Executive’s continued service to the determinations by such accounting firm required Company, taking the last ones scheduled to be made hereundervest (absent the acceleration) first; and (4) other non-cash forms of benefits. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment cash compensation payment, employee benefits or benefit acceleration of vesting of stock options or other stock awards Executive would receive pursuant to a Change in connection with the termination of Control from the Company or otherwise Executive's employment (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless the Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which the event that triggers the Payment occursof Executive's termination of employment): reduction of cash payments; reduction of employee benefits; and cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s 's stock awards unless the Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change Executive's termination of Control employment shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting a change in ownership or effective control of the Change of ControlCompany, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered arises (if requested at that time by the Company or Executive) or at such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations determination of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive that you would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (iA) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (iiB) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced equal to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects you elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s your stock awards unless Executive elects you elect in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive you within fifteen (15) calendar days after the date on which Executive’s your right to a Payment is triggered (if requested at that time by the Company or Executiveyou) or such other time as requested by the Company or Executiveyou. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive you with an opinion reasonably acceptable to Executive you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executiveyou.

Parachute Payments. (ai) If any payment or benefit Executive Purchaser would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall will be reduced to the Reduced Amount. The “Reduced Amount” shall will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutivePurchaser’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall will occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be order: reduction of current cash payments; reduction of deferred cash payments subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash paymentsCode Section 409A; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of ExecutivePurchaser’s stock awards unless Executive elects in writing a different order for cancellationawards. (bii) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall Corporate Transaction will perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of ControlCorporate Transaction, the Company shall will appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall will bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (ciii) The accounting firm engaged to make the determinations hereunder shall will provide its calculations, together with detailed supporting documentation, to the Company and Executive Purchaser within fifteen (15) 15 calendar days after the date on which ExecutivePurchaser’s right to a Payment is triggered (if requested at that time by the Company or ExecutivePurchaser) or such other time as requested by the Company or ExecutivePurchaser. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall will furnish the Company and Executive Purchaser with an opinion reasonably acceptable to Executive Purchaser that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall will be final, binding and conclusive upon the Company and ExecutivePurchaser.

Parachute Payments. (a) If any payment or benefit Executive Employee would receive pursuant to a Change of Control from the Company or otherwise in connection with a Change of Control or other similar transaction (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 19861988, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount ((x) or (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, receipt of the greater amount of the Payment greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a Reduced Amount will give rise to the greater after tax benefit, the reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction Payments shall occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): a) reduction of cash payments; (b) cancellation of accelerated vesting of equity awards other than stock options; (c) cancellation of accelerated vesting of stock awardsoptions; and (d) reduction of employee benefitsother benefits paid to Employee. Within any such category of payments and benefits (that is, (a), (b), (c) or (d)), a reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A and then with respect to amounts that are. In the event that acceleration of vesting of stock award compensation from Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled canceled, subject to the immediately preceding sentence, in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellationgrant. (b) The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change event described in Section 280G(b)(2)(A)(i) of Control the Code shall perform the foregoing calculations. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Controleffecting such event, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. (c) . The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.supporting

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Code Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)G, and (ii) but for this sentence, be subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then such Payment the Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Payment that are paid to Executive, which of the following two amounts would result maximize Executive’s after-tax proceeds: (i) payment in no portion full of the entire amount of the Payment being subject to the Excise Tax (a “Full Payment”), or (yii) payment of only a part of the Payment so that Executive receives the largest portion, up to and including payment possible without the total, imposition of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal ratea “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; , cancellation of accelerated vesting of stock awards; , and reduction of employee other benefits. In the event that acceleration of vesting of stock award compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be cancelled canceled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment payment, award, benefit or benefit Executive would receive pursuant to a Change of Control from distribution (including any acceleration) by the Company or otherwise any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of the Code to or for the benefit of the Executive (“whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 23) (a "Payment”") would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Executive (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Company will automatically reduce such Payment shall be reduced Payments to the Reduced Amount. The “Reduced Amount” shall be either (x) extent, but only to the largest portion of the Payment extent, necessary so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may remaining Payments will be subject to the Excise Tax, unless the amount of such Payments that the Executive would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Executive would retain after payment of all applicable Federal, state and local taxes after applying such reduction. If Unless otherwise elected by the Executive, to the extent permitted under Code Section 409A, such reduction shall first be applied to any severance payments payable to the Executive under this Agreement, then to the accelerated vesting on any equity-based compensation awards, starting with stock options and stock appreciation rights reversing accelerated vesting of those options and stock appreciation rights with the smallest spread between fair market value and exercise price first and after reversing the accelerated vesting of all stock options and stock appreciation rights, thereafter reversing accelerated vesting of restricted stock, restricted stock units, performance shares, performance units or other similar equity awards on a reduction pro rata basis. (b) All determinations required to be made under this Section 23, including the assumptions to be utilized in payments or benefits constituting “parachute payments” arriving at such determination, shall be made by an independent and certified public accounting firm of national standing mutually agreed upon by the Company and Executive (the "Accounting Firm"). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) lf the Executive receives a Payment after taking into account any reductions pursuant to Section 23(a) and the Internal Revenue Service determines, that some portion of the Payment is necessary subject to additional Excise Tax, the provisions of this Section 23 shall be applied to the total amount of the Payments as determined by the Internal Revenue Service and the Executive shall promptly return to the Company a sufficient amount of the Payment so that no portion of any Payment is subject to the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (Excise Tax; provided, however, that if the amount of such election shall be subject to Company approval if made on or Payments (as redetermined) that the Executive would retain after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order payment of the date Excise Tax and all applicable Federal, state and local income taxes without any reduction under Section 23(a) would exceed the amount of grant such Payments that the Executive would retain after payment of Executive’s stock awards unless Executive elects in writing a different order for cancellationall applicable Federal, state and local t▇▇. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control▇▇ after applying such reduction, the Company shall appoint a nationally recognized accounting firm restore any Payments previously reduced pursuant to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunderSection 23(a). (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from Employer pursuant to a Change of Control from the Company this Agreement or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionportion of the Payment, up to and including the total, of the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awardsEquity Awards; reduction of employee benefits. In the event that If acceleration of vesting of stock award Equity Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellationEquity Awards. (b) The Employer shall appoint a nationally recognized independent accounting firm engaged by to make the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the determinations required hereunder, which accounting firm so engaged by the Company is shall not then be serving as accountant or auditor for the individual, entity or group affecting that effected the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company Employer and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company Employer or Executive) or such other time as requested by the Company Employer or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company Employer and Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of Employer shall be entitled to rely upon the accounting firm made hereunder firm’s determinations, which shall be final, final and binding and conclusive upon the Company and Executiveon all persons.

Parachute Payments. (a) If there is a change in ownership or control of the Company that would cause any payment or benefit Executive would receive pursuant to a Change of Control from distribution by the Company or otherwise any other person or entity to the Executive or for the Executive's benefit (“whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment”") would (i) constitute a “parachute payment” within to be subject to the meaning of excise tax imposed by Section 280G 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”)") (such excise tax, and (ii) but for this sentencetogether with any interest or penalties incurred by the Executive with respect to such excise tax, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either Executive will receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (xafter taking into account federal, state, local and social security taxes): (a) the largest portion Payments or (b) one dollar less than the amount of the Payment Payments that would result in no portion of subject the Payment being subject Executive to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate"Safe Harbor Amount"), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” the Payments is necessary so that the Payment equals Payments equal the Reduced AmountSafe Harbor Amount and none of the Payments constitutes non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in the following order unless manner the Executive elects in writing a different order (provided, however, that such election shall be subject prior to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless payment. If any Payment constitutes non-qualified deferred compensation or if the Executive elects fails to elect an order, then the Payments to be reduced will be determined in writing a different order for cancellation. (b) The accounting firm engaged by manner which has the Company for general audit purposes as of the day prior least economic cost to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individualExecutive and, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to the Executive, until the reduction is achieved. All determinations by such accounting firm required to be made hereunder. (c) The under this Section 8.15, including whether and when the Safe Harbor Amount is required and the amount of the reduction of the Payments and the assumptions to be utilized in arriving at such determination, shall be made by a certified public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time designated by the Company or Executive) or such other time as requested (the "Accounting Firm"). All fees and expenses of the Accounting Firm shall be borne solely by the Company or ExecutiveCompany. If Any determination by the accounting firm determines that no Excise Tax is payable with respect to a Payment, it Accounting Firm shall furnish the be binding upon Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from Employer pursuant to a Change of Control from the Company this Agreement or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionportion of the Payment, up to and including the total, of the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awardsEquity Awards; reduction of employee benefits. In the event that If acceleration of vesting of stock award Equity Award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing Equity Awards. Employer shall appoint a different order for cancellation. (b) The nationally recognized independent accounting firm engaged by to make the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the determinations required hereunder, which accounting firm so engaged by the Company is shall not then be serving as accountant or auditor for the individual, entity or group affecting that effected the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company Employer and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company Employer or Executive) or such other time as requested by the Company Employer or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company Employer and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of Employer shall be entitled to rely upon the accounting firm made hereunder firm’s determinations, which shall be final, final and binding and conclusive upon the Company and Executiveon all persons.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to a Change of Control from the Company or otherwise (any “Payment”) Employee would receive from the Company pursuant to or in connection with a “Change in Control” as defined in the Treasury Regulations promulgated under Code §280G would (i) constitute a “parachute payment” within the meaning of Section Code §280G of the Internal Revenue Code of 1986, as amended (the “Code”)G, and (ii) but for this sentence, be subject to the excise tax imposed by Section Code §4999 of the Code (the “Excise Tax”), then such Payment shall be reduced adjusted to equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment (prior to adjustment) that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, portion of the PaymentPayment (prior to adjustment), whichever amountwhich, after taking into account all applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment (than that calculated under clause (x) above) notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects Employee elects, in writing writing, a different order (provided, however, that such election shall be subject to Company the Company’s approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock awardsoptions, if any; and reduction of employee benefits. In the event that acceleration of vesting of the stock award compensation options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutiveEmployee’s stock awards options (i.e., the earliest granted stock option will be cancelled last) unless Executive elects Employee elects, in writing writing, a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of Control change in control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionportion of the Payment, up to and including the total, of the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled first with respect to stock awards (including stock options) that are not subject to Treas. Reg. 280G 1 Q&A 24(c) and next for stock awards (including stock options) subject to Treas. Reg. 280G 1 Q&A 24(c) and in both cases starting from the reverse order last vesting tranche. Notwithstanding the foregoing, to the extent that it is permitted under Sections 409A, 280G and 4999 of the date of grant of Executive’s stock awards unless Code, Executive elects in writing may designate a different order for cancellationof reduction in payments or benefits constituting “parachute payments”. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursChange in Control): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s Executives stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive Purchaser would receive pursuant to a Change of in Control from the Company or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutivePurchaser’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive Purchaser elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutivePurchaser’s stock awards unless Executive Purchaser elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Purchaser within fifteen (15) 15 calendar days after the date on which ExecutivePurchaser’s right to a Payment is triggered (if requested at that time by the Company or ExecutivePurchaser) or such other time as requested by the Company or ExecutivePurchaser. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive Purchaser with an opinion reasonably acceptable to Executive Purchaser that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutivePurchaser.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occursapproval): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s 's stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of shall engage a nationally recognized public accounting firm (the day prior "Accounting Firm") to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm Accounting Firm required to be made hereunder. (c) . The accounting firm Accounting Firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm Accounting Firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm Accounting Firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment payment, award, benefit or benefit Executive would receive pursuant to a Change of Control from distribution (including any acceleration) by the Company or otherwise any entity which effectuates a transaction described in Section 280G(b)(2)(A)(i) of the Code to or for the benefit of the Executive (“whether pursuant to the terms of this Agreement or otherwise, but determined before application of any reductions required pursuant to this Section 24) (a "Payment”") would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred with respect to such excise tax by the Executive (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Company will automatically reduce such Payment shall be reduced Payments to the Reduced Amount. The “Reduced Amount” shall be either (x) extent, but only to the largest portion of the Payment extent, necessary so that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may remaining Payments will be subject to the Excise Tax, unless the amount of such Payments that the Executive would retain after payment of the Excise Tax and all applicable Federal, state and local income taxes without such reduction would exceed the amount of such Payments that the Executive would retain after payment of all applicable Federal, state and local taxes after applying such reduction. If Unless otherwise elected by the Executive, to the extent permitted under Code Section 409A, such reduction shall first be applied to any severance payments payable to the Executive under this Agreement, then to the accelerated vesting on any equity-based compensation awards, starting with stock options and stock appreciation rights reversing accelerated vesting of those options and stock appreciation rights with the smallest spread between fair market value and exercise price first and after reversing the accelerated vesting of all stock options and stock appreciation rights, thereafter reversing accelerated vesting of restricted stock, restricted stock units, performance shares, performance units or other similar equity awards on a reduction pro rata basis. (b) All determinations required to be made under this Section 24, including the assumptions to be utilized in payments or benefits constituting “parachute payments” arriving at such determination, shall be made by an independent and certified public accounting firm of national standing mutually agreed upon by the Company and Executive (the "Accounting Firm"). All fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) lf the Executive receives a Payment after taking into account any reductions pursuant to Section 24(a) and the Internal Revenue Service determines, that some portion of the Payment is necessary subject to additional Excise Tax, the provisions of this Section 24 shall be applied to the total amount of the Payments as determined by the Internal Revenue Service and the Executive shall promptly return to the Company a sufficient amount of the Payment so that no portion of any Payment is subject to the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (Excise Tax; provided, however, that if the amount of such election shall be subject to Company approval if made on or Payments (as redetermined) that the Executive would retain after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order payment of the date Excise Tax and all applicable Federal, state and local income taxes without any reduction under Section 24(a) would exceed the amount of grant such Payments that the Executive would retain after payment of Executive’s stock awards unless Executive elects in writing a different order for cancellationall applicable Federal, state and local ▇▇▇. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control▇▇ after applying such reduction, the Company shall appoint a nationally recognized accounting firm restore any Payments previously reduced pursuant to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunderSection 24(a). (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If To the extent consistent with applicable law, the payment of any payment amounts or benefit Executive would receive pursuant the provision of any benefits under this Agreement or any other agreement including, without limitation, the Total 20 Payments, will be reduced or adjusted to a Change of Control from avoid triggering the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended excise tax (the “CodeExcise Tax”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise TaxRequired Reduction”), then if such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that adjustment would result in no portion the provision of the Payment being subject to the Excise Tax or a greater total benefit, on a net after-tax basis (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all any applicable federal, state and local income and employment taxestaxes and the Excise Tax), income taxesto Executive. In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (i) by reducing any cash payments to be made to Executive (excluding any cash payment with respect to the acceleration of equity-based compensation); (ii) by canceling the acceleration of vesting of any outstanding equity, equity-based or other long-term incentive compensation awards; and (iii) by reducing any other non-cash benefits provided to Executive. In the case of the reductions to be made pursuant to each of the above-mentioned clauses, the payment and/or benefit amounts to be reduced, and the acceleration of vesting to be cancelled, shall be reduced or cancelled in the inverse order of their originally scheduled dates of payment or vesting, as applicable, and shall be so reduced: (x) only to the extent that the payment and/or benefit otherwise to be paid, or the vesting of the award that otherwise would be accelerated, would be treated as a “parachute payment” within the meaning of Code Section 280G(b)(2)(A); and (y) only to the extent necessary to achieve the Required Reduction. All determinations made under this Section 16(e) (as well as with respect to any payments provided to any other “disqualified individual” of the Company within the meaning of Section 280G(c) of the Code) shall be made by a nationally recognized accounting or consulting firm as selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations to Executive and the Company. All fees and expenses of the Accounting Firm shall be borne by the Company. All determinations by the Accounting Firm shall be binding on Executive and the Company absent manifest error. Notwithstanding the foregoing, if prior to a change in ownership or effective control of the Company (as described in Section 280G of the Code and the regulations and guidance promulgated thereunder), no stock of the Company is readily tradable on an established securities market and the Accounting Firm determines that the Excise Tax would be imposed upon the Total Payments (all computed at the highest applicable marginal rate)and any other payments) then, results in subject to Executive’s receipt, on an after-tax basis, execution of the greater amount of the Payment notwithstanding a written agreement providing that all or some Executive will waive any portion of the Payment may Total Payments (and any other payments) that would otherwise cause such payments to be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm agrees to make the determinations required hereunder. The Company shall bear all expenses with respect use commercially reasonable efforts to submit to the determinations by such accounting firm required Company’s shareholders for approval, in a manner that satisfies Section 280G(b)(5)(B) of the Code, Executive’s conditional right to be made hereunder. receive the portion of the Total Payments (cand other payments) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, otherwise subject to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivewaiver agreement.

Parachute Payments. (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall will be reduced equal to the Reduced Amount. The “Reduced Amount” shall will be either (xA) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (yB) the largest portion, up to and including the total, of the Payment, whichever amountamount set forth in clause (A) or (B), after taking into account all applicable federal, state state, provincial, foreign, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall will occur in the following order unless Executive elects in writing a different order order: (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): 1) reduction of cash payments; (2) cancellation of accelerated vesting of stock awardsawards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of employee benefitsother benefits paid to Executive. Within any such category of Payments (that is, (1), (2), (3) or (4)), a reduction will occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 409A of the Code and then with respect to amounts that are “deferred compensation.” In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall will be cancelled in the reverse order of the date of grant of Executive’s applicable type of stock award (i.e., earliest granted stock awards unless Executive elects are cancelled last). If Section 409A of the Code is not applicable by law to Executive, the Company will determine whether any similar law in writing a different order for cancellationExecutive’s jurisdiction applies and should be taken into account. (b) The accounting A professional firm engaged by the Company for general audit such purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the all determinations required hereunderto be made under this Section 4.6. The Company shall bear all expenses with respect to the determinations by such accounting professional firm required to be made hereunder. (c) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, if any payment or benefit Executive would receive from Employer pursuant to a Change of Control from the Company this Agreement or otherwise (a “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portionportion of the Payment, up to and including the total, of the total Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): order: reduction of cash payments; cancellation of accelerated vesting of stock awardsthe RSA; reduction of employee benefits. In the event that If acceleration of vesting of stock award the RSA compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculationsRSA. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of Control, the Company shall Employer will appoint a nationally recognized and independent accounting firm to make the determinations required hereunder. The Company Employer shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall will provide its calculations, together with detailed supporting documentation, to the Company Employer and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company Employer or Executive) or such other time as requested by the Company Employer or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall will furnish the Company Employer and Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of Employer will be entitled to rely upon the accounting firm made hereunder shall firm’s determinations, which will be final, final and binding and conclusive upon the Company and Executiveon all persons.

Parachute Payments. (ai) If any payment or benefit Executive Purchaser would receive pursuant to a Change of Control Corporate Transaction from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutivePurchaser’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be order: reduction of current cash payments; reduction of deferred cash payments subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash paymentsCode Section 409A; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of ExecutivePurchaser’s stock awards unless Executive elects in writing a different order for cancellationawards. (bii) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control Corporate Transaction shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting the Change of ControlCorporate Transaction, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (ciii) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive Purchaser within fifteen (15) 15 calendar days after the date on which ExecutivePurchaser’s right to a Payment is triggered (if requested at that time by the Company or ExecutivePurchaser) or such other time as requested by the Company or ExecutivePurchaser. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive Purchaser with an opinion reasonably acceptable to Executive Purchaser that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and ExecutivePurchaser.

Parachute Payments. (a) Best After-Tax. If any payment or benefit (including payments and benefits pursuant to this Agreement) Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment the Company shall cause to be reduced to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion determined, before any amounts of the Payment that are paid to Executive, which of the following two alternative forms of payment would result maximize Executive’s after-tax proceeds: (i) payment in no portion full of the entire amount of the Payment being subject to the Excise Tax (a “Full Payment”), or (yii) payment of only a part of the Payment so that Executive receives the largest portion, up to and including payment possible without the total, imposition of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal ratea “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (i) the Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the Payment, and (ii) reduction in payments or and/or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock awardsoptions; and (4) reduction of employee benefitsother benefits paid to Executive. In the event that acceleration of vesting of stock award compensation from Executive’s equity awards is to be reduced, such acceleration of vesting shall be cancelled canceled in the reverse order of the date of grant of Executive’s stock awards unless Executive elects in writing a different order for cancellation. (b) The independent registered public accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculationsmake all determinations required to be made under this Section 10.1. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. (c) The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Parachute Payments. (a) If any payment or benefit Executive would receive pursuant to in connection with a Change of in Control from the Company or otherwise (“"Payment”") would (i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “"Excise Tax”"), then such Payment shall be reduced to the Reduced Amount. The “"Reduced Amount” " shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s 's receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “"parachute payments” " is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash paymentsemployee benefits; cancellation of accelerated vesting of stock awards; reduction of employee benefitscash payments. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled canceled in the reverse order of the date of grant of Executive’s 's stock awards unless Executive elects in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s 's right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive. For purposes of illustrating the intended operation of this Section 3.2, the following examples are provided: Example 1: Assume Executive's base amount calculated in accordance with Question and Answer 34 of Proposed Treasury Regulation Section 1.280G-1 is $300,000. Assume further that upon a Covered Termination, Executive would receive $5,000 in health insurance benefits, $225,000 in severance payments, and $674,000 in stock option acceleration valued in accordance with Question and Answer 24 of Proposed Treasury Regulation Section 1.280G-1. Assume further that Executive has a marginal income tax rate of 50%. In this example, Executive's benefits payable pursuant to this Agreement have a value, for purposes of the 20% excise tax under Section 4999 of the Code, of $904,000. Because $904,000 equals or exceeds three times Executive's base amount of $900,000, Executive is subject to the 20% excise tax under Section 4999 of the Code. In the absence of Section 3.2 of this Agreement, upon receipt of the benefits described above, Executive would pay income tax on the severance payment equal to $112,500 (50% × $225,000) and excise tax of $120,800 (20% × ($904,000 - $300,000)). (The excise tax is paid on the excess of the value of payments and benefits triggered by the change in control less the Executive's base amount.) However, if effect were given to Section 3.2 of this Agreement, Executive's benefit would be cut back to provide Executive with greater after tax benefits as follows: Instead of receiving $5,000 in health insurance benefits, Executive would receive $999 in health insurance benefits. As a result of the reduction in health insurance benefits, Executive's benefits payable pursuant to this Agreement would have a value for excise tax purposes of $899,999, which would not equal or exceed three times Executive's base amount and Executive would not be subject to the 20% excise tax. In this example, the $4,001 cut back of health insurance benefits payable to Executive saved $120,800 in excise tax. Example 2: Assume the same facts as in Example 1, but the value of the severance payments due Executive is $700,000 instead of $225,000. In this example, Executive's benefits payable pursuant to this Agreement are valued for excise tax purposes at $1,379,000. Because $1,379,000 equals or exceeds three times Executive's base amount of $900,000, Executive is subject to the 20% excise tax of $215,800 (20% × ($1,379,000 - $300,000)). If Executive's benefits were cut back, Executive would avoid the $215,800 excise tax, but he would also forfeit $5,000 in health insurance benefits and $474,001 in severance payments. Pursuant to Section 3.2 of this Agreement, Executive would receive all of the benefits payable under this Agreement and pay the excise tax because that will put him in a better after tax position.

Parachute Payments. (a) If In the event that any payment or benefit Executive you would receive from the Company pursuant to a Change of in Control from the Company or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or any similar or successor provision and (ii) but for this sentenceSection 7, be subject to the excise tax imposed by Section 4999 of the Code or any similar or successor provision (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, such reduction shall occur in the following order unless Executive elects you elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs): reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s your stock awards unless Executive elects you elect in writing a different order for cancellation. (b) . The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (c) . The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive you within fifteen (15) calendar days after the date on which Executive’s your right to a Payment is triggered (if requested at that time by the Company or Executiveyou) or such other time as requested by the Company or Executiveyou. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, it shall furnish the Company and Executive you with an opinion reasonably acceptable to Executive you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executiveyou.

Parachute Payments. (a) If the aggregate value of the accelerated Option vesting under Section 4 and any payment other payments or benefit Executive benefits that the Eligible Employee would receive pursuant to a Change of in Control from the Company or otherwise otherwise, including, but not limited to, any payments or benefits under any employment or key employee agreements (collectively, “Payment”) ), would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be that is subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the Reduced Amount. . (i) The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executivethe Eligible Employee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order unless Executive the Eligible Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date on which of the event that triggers the Payment occursPayment): reduction of cash payments; cancellation of accelerated vesting of stock awardsOptions; reduction of employee benefits. In the event that acceleration of vesting of stock award compensation Options is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive’s stock awards such Options (i.e., earliest granted Option cancelled last) unless Executive the Eligible Employee elects in writing a different order for cancellation. (bii) The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change of in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group affecting effecting the Change of in Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. (ciii) The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Eligible Employee and the Company and Executive within fifteen (15) calendar days after the date on which Executivethe Eligible Employee’s right to a Payment is triggered (if requested at that time by the Company Eligible Employee or Executivethe Company) or such other time as requested by the Company Eligible Employee or Executivethe Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish the Eligible Employee and the Company and Executive with an opinion reasonably acceptable to Executive the Eligible Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company Eligible Employee and Executivethe Company.