Common use of Parachute Payments Clause in Contracts

Parachute Payments. (a) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or otherwise (“Payment”) would (1) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2) 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 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 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.

Parachute Payments. (ai) If Notwithstanding anything in this Agreement or any other agreement between Executive and the Company (or any of its subsidiaries or affiliates) to the contrary, in the event that the provisions of Section 280G of the Code relating to “parachute payments” (as defined in the Code) shall be applicable to any payment or benefit (including payments received or benefits pursuant to this Agreement) that be received by Executive would receive from the Company or its affiliates in connection with a Change change in Control the ownership or otherwise (“Payment”) would (1) constitute a “parachute payment” effective control of the Company within the meaning of Section 280G of the CodeCode (a “Change of Control Transaction”) (collectively, and “Payments”), then any such Payments shall be equal to the Reduced Amount; where the “Reduced Amount” is (21) but for this sentence, be the largest portion of the Payments that will result in no portion of such Payments being subject to the excise tax imposed by Section 4999 of the Code Code, or (2) the “Excise Tax”entire amount of the Payments otherwise scheduled to be paid (without reduction), then such Payment shall be equal to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion whichever 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, forgoing amounts after taking into account all applicable federal, state and local employment taxes, income taxes, taxes and the Excise Tax excise tax of Section 4999 of the Code (all computed at the highest applicable marginal merged rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of all state and local taxes), results in Executive's ’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion greatest amount of Payments. If subsection (1) above applies and a reduced amount of the Payment may be subject to the Excise Tax. If a Payments is payable, then any reduction in payments or benefits constituting "parachute payments" is necessary so that the Payment equals the Reduced Amount, Executive shall have no rights to any additional payments and/or benefits, and reduction of Payments required by such provision shall occur in the following order: (i) first, a reduction of any Payments that are exempt from Section 409A in a manner the Company reasonably determines will provide Executive with the greatest post-reduction economic benefit and (ii) second, a reduction of any Payments that are subject to Section 409A on a pro-rata basis or such other manner that results in complies with Section 409A, as reasonably determined by the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rataCompany.

Parachute Payments. (a) If Notwithstanding anything in this Agreement to the contrary, if any payment or benefit (including payments the Employee will or benefits pursuant to this Agreement) that Executive would may receive in connection with a Change in Control from the Employer or otherwise (a “280G Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be 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 (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount (i.e., the amount determined by clause (x) or by clause (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 Executive's the Employee’s receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executivethe Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the “Pro Rata Reduction Method”).

Parachute Payments. (a) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive you would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 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 Executive's receipt, on an after-tax basis, your receipt of the greater 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, Executive any reduction shall have no rights be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 12(e) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any additional other remaining payments and/or benefits, first with respect to amounts payable in cash before being made in respect to any payments to be provided in the form of benefits or equity award acceleration, and reduction shall occur in the manner that results in the greatest economic benefit for Executiveform of benefits before being made with respect to equity award acceleration. If more than one method of reduction will result in the same economic benefitThe Company’s determinations hereunder shall be final, the items so reduced will be reduced pro ratabinding and conclusive on all interested parties.

Parachute Payments. (a) If any payment or benefit (including payments Executive will or benefits pursuant to this Agreement) that Executive would may receive in connection with a Change in Control from the Company or otherwise (a “Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such Payment shall be 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 (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount (i.e., the amount determined by clause (x) or by clause (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 the Executive's ’s receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for the Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.rata (the “

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, if any payment or benefit (including payments or benefits the Employee would receive from the Employer pursuant to this Agreement) that Executive would receive in connection with a Change in Control Agreement or otherwise (“a "Payment”") would (1i) constitute a “"parachute payment” " within the meaning of Section 280G of the Code, and (2ii) 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 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 Executivethe Employee's receipt, on an after-tax basis, of the greater economic benefit 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for ExecutiveEmployee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the "Pro Rata Reduction Method").

Parachute Payments. (a) If any payment or benefit (including payments Executive will or benefits pursuant to this Agreement) that Executive would may receive in connection with a Change in Control from the Company or otherwise (a “280G Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, Code and (2ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be 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 (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount (i.e., the amount determined by clause (x) or by clause (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 Executive's ’s receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the “Pro Rata Reduction Method”).

Parachute Payments. (ai) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or otherwise (“Payment”) would (1) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) 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 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 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.

Parachute Payments. (ai) If Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by Executive (including payments any payment or benefits pursuant to this Agreement) that Executive would receive benefit received in connection with a Change in Control termination of Executive’s employment, whether pursuant to the terms of this Agreement or otherwise any other plan, arrangement or agreement) (all such payments and benefits, including the payments and benefits set forth herein, being hereinafter referred to as the “PaymentTotal Payments”) would (1) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2) but for this sentence, be subject (in whole or part), to the excise tax imposed by under Code Section 4999 of the Code (the “Excise Tax”), then then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such Payment other plan, arrangement or agreement, the cash Severance benefits under this Agreement shall first be equal reduced, and any noncash severance payments hereunder shall thereafter be reduced, to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment extent necessary so that would result in no portion of the Payment being Total Payments is subject to the Excise Tax or but only if (yA) the largest portionnet amount of such Total Payments, up to as so reduced (and including after subtracting the total, net amount of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxesincome taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes, taxes on such Total Payments and the amount of Excise Tax (all computed at the highest applicable marginal rate), results in Executive's receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to the Excise Tax. If a reduction in payments or benefits constituting "parachute payments" is necessary so that the Payment equals the Reduced Amount, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratasuch unreduced Total Payments).

Parachute Payments. (a) If any payment or benefit (including payments or benefits you would receive pursuant to this Agreement) that Executive would receive in connection with a Change in Control Corporate Transaction from the Company or otherwise (“"Payment”") would (1i) constitute a “"parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), and (2ii) 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 equal 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 economic benefit 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results following order unless you elect in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.writing a different order (provided,

Parachute Payments. (ai) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive you would receive from the Company or otherwise in connection with a Change in Control or otherwise other similar transaction (a “280G Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment (a “Payment”) shall be 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 (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount (i.e., the amount determined by clause (x) or by clause (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 Executive's your receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executiveyou. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the “Pro Rata Reduction Method”).

Parachute Payments. (a) If any payment amount, entitlement, or benefit paid or payable to the Executive or provided for his benefit under this Agreement and under any other agreement, plan or program of the Company or any of its affiliates (including payments or such payments, entitlements and benefits pursuant referred to this Agreement) that Executive would receive in connection with as a Change in Control or otherwise (“Payment”) would (1) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2) but for this sentence, be is subject to the excise tax imposed by Section 4999 of the under Code section 4999, or any similar federal or state law (the an “Excise Tax”), then such Payment notwithstanding anything contained in this Agreement to the contrary, to the extent that any or all Payments would be subject to the imposition of an Excise Tax, the Payments shall be equal reduced (but not below zero) if and to the Reduced Amount. The "Reduced Amount" shall be either (x) the largest portion of the Payment extent that such reduction 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 Executive retaining a larger 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 basisbasis (taking into account federal, state and local income taxes and the imposition of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax), than if the Executive received all of the Payments (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). If Unless the Executive shall have given prior written notice specifying a reduction different order to the Company to effectuate the limitations described in the preceding sentence, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits constituting "parachute which are not payable in cash and then by reducing or eliminating cash payments" is necessary so that , in each case in reverse order beginning with payments or benefits which are to be paid the Payment equals farthest in time from the Reduced AmountDetermination (as defined below). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, Executive shall have no arrangement or agreement, including, but not limited to, the other provisions of this Agreement, governing the Executive’s rights and entitlements to any additional payments and/or benefitscompensation, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic entitlement or benefit, the items so reduced will be reduced pro rata.

Parachute Payments. (a) If any payment or benefit (including payments or benefits pursuant to this Agreement) that the Executive would receive in connection with pursuant to a Change in Control or otherwise (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code, and (2ii) 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 equal 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 ’s receipt, on an after-tax basis, of the greater economic benefit 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.the

Parachute Payments. (a) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive you would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 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 Executive's receipt, on an after-tax basis, your receipt of the greater 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, Executive any reduction shall have no rights be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 13(e) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any additional payments and/or benefitsother remaining payments. The Company’s determinations hereunder shall be final, binding and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rataconclusive on all interested parties.

Parachute Payments. (a) If Anything in this Agreement to the contrary notwithstanding, if any payment or benefit (including payments or benefits the Employee would receive from the Employer pursuant to this Agreement) that Executive would receive in connection with a Change in Control Agreement or otherwise (a “Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 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 the Employee’s receipt, on an after-tax basis, of the greater economic benefit 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executiveyou. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the “Pro Rata Reduction Method”).

Parachute Payments. (a) If any payment or benefit (including payments the Executive will or benefits pursuant to this Agreement) that Executive would may receive in connection with a Change in Control from the Company or otherwise (a “280G Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be 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 (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount (i.e., the amount determined by clause (x) or by clause (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 the Executive's ’s receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for the Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the “Pro Rata Reduction Method”).

Parachute Payments. (a) If any payment or benefit (including payments or and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, 7. and (2ii) 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 equal 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 Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount set forth in clause (x) or (y), 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 Executivesuch Participant's receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for ExecutiveParticipant. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the "Pro Rata Reduction Method").

Parachute Payments. (a) If any payment or benefit (including payments or benefits you would receive pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (a “Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 equal reduced to the Reduced Amount. The "“Reduced Amount" ” shall be either (xi) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax Tax, or (yii) 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, 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 economic benefit 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratayou.

Parachute Payments. (a) If any payment or benefit Notwithstanding anything to the contrary herein, if the Company enters into a Transaction Agreement (including payments or benefits pursuant as defined in the Employment Agreement), an independent registered public accounting firm retained by the Company prior to this Agreement) that Executive would receive in connection with a the occurrence of the Related Change in Control or otherwise (the “PaymentAccounting Firm”) would shall determine whether all or any portion of the compensatory payments that the Participant receives from the Company (1including any compensation received in respect of the RSUs) will constitute a “excess parachute paymentpayments” within the meaning of Section 280G of the Code, and (2) but for this sentence, Code such that the Participant would be subject to the excise tax imposed by Section 4999 of the Code or any other similar state excise tax or any interest or penalty is incurred by the Participant with respect to such excise tax (the “Excise Tax”), then such Payment shall . If the Participant would be 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 an Excise Tax, the Excise Tax or (y) Accounting Firm shall also determine whether the largest portionParticipant would receive a greater net after tax benefit, up to and including the total, of the Payment, whichever amount, after taking into account all otherwise applicable federal, state and local income, employment taxesand excise taxes that would otherwise be imposed on or with respect to such compensatory payments, income taxesif the amount of such compensatory payments were to be reduced to three times the Participant’s “base amount”, and as defined in Section 280G(b)(3) of the Excise Tax Code, less one dollar (all computed at the highest applicable marginal rate“Safe Harbor Limit”), results in Executive's receipt, on an . If the Participant would receive a greater net after-tax basis, of benefit if the greater economic benefit notwithstanding that all or some portion of the Payment may be subject compensatory payments were reduced to the Excise Tax. If a reduction Safe Harbor Limit, then the number of PSUs that could become vested in payments or benefits constituting "parachute payments" is connection with the Related Change in Control shall be reduced (but not below zero) as and to the extent the Accounting Firm determines to be necessary so that the Payment equals compensatory payments shall not exceed the Reduced Amount, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rataSafe Harbor Limit.

Parachute Payments. (a) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive would receive in connection with a Change change in Control control from the Company or otherwise (a “Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 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 ’s receipt, on an after-tax basis, of the greater economic benefit 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executivefollowing order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. If more than one method acceleration of reduction will result in the same economic benefitvesting of stock award compensation is to be reduced, the items so reduced will such acceleration of vesting shall be reduced pro ratacancelled first with respect to stock awards (including stock options) that are 6.

Parachute Payments. (a) If any payment or benefit the Executive would receive (including payments or benefits whether pursuant to this AgreementAgreement or otherwise) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Retention Bonus payable pursuant to this Agreement to the Executive shall be reduced by the lesser of (x) the Retention Bonus payable pursuant to this Agreement to the Executive or (y) the amount necessary so that such Payment (after reduction) shall be equal to the Reduced Amount. The "“Reduced Amount" ” shall be either (x) the largest portion of the Payment (prior to reduction) that would result in no portion of the Payment (after reduction) 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 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 (after reduction) equals the Reduced Amount, Executive the Retention Bonus payable under this Agreement shall have no rights be reduced first. All determinations required to be made hereunder, including, without limitation, whether a Payment is (or will be) subject to the Excise Tax and any additional payments and/or benefitsassumptions to be utilized in arriving at such determinations, and reduction shall occur be made in accordance with the manner that results provisions set forth in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rataSection 2.2(b).

Parachute Payments. (a) If any payment or benefit (including payments or and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 equal 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 6. 116683381 v2 Payment being subject to the Excise Tax Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount set forth in clause (x) or (y), 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 Executivesuch Participant's receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for ExecutiveParticipant. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro ratarata (the "Pro Rata Reduction Method").

Parachute Payments. (a) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive you would receive in connection with a Change in Control from the Company or otherwise (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 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 Executive's receipt, on an after-tax basis, your receipt of the greater 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, Executive any reduction shall have no rights be applied first, on a pro rata basis, to amounts that constitute deferred compensation within the meaning of Section 409A of the Code, and, in the event that the reductions pursuant to this Section 11(b) exceed payments that are subject to Section 409A of the Code, the remaining reductions shall be applied, on a pro rata basis, to any additional payments and/or benefitsother remaining payments. The Company’s determinations hereunder shall be final, binding and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rataconclusive on all interested parties.

Parachute Payments. (a) If Except as otherwise expressly provided in an agreement between Executive and the Company, if any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive the Participant would receive in connection with a Change in Control from the Company or otherwise (a “Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 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 Executive's ’s receipt, on an after-tax basis, of the greater 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, Executive shall have no rights to any additional reduction in the payments and/or benefits, and reduction shall benefits will occur in the manner that results in the greatest economic benefit for to Executive. If , as determined in this paragraph; provided, that if more than one method of reduction will result in the same economic benefit, the items so reduced will portions of the Payment shall be reduced pro rata.

Parachute Payments. (a) a. If any payment or benefit (including payments Executive will or benefits pursuant to this Agreement) that Executive would may receive in connection with a Change in Control from the Company or otherwise (a “Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such Payment shall be 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 (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amountamount (i.e., the amount determined by clause (x) or by clause (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 the Executive's ’s receipt, on an after-tax basis, of the greater 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" a Payment is necessary so that required pursuant to the Payment equals preceding sentence and the Reduced AmountAmount is determined pursuant to clause (x) of the preceding sentence, Executive shall have no rights to any additional payments and/or benefits, and the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for the Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.rata (the “

Parachute Payments. (ai) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or otherwise (“Payment”) would (1) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (2) 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 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 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata.. 109912199 v2

Parachute Payments. (a) If any payment or benefit (including payments or benefits pursuant to this Agreement) that Executive the Participant would receive from the Company or otherwise in connection with a Change in Control or otherwise other similar transaction (“Payment”) would (1i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (2ii) 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 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 state, foreign and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive's the Participant’s receipt, on an after-tax basis, of the greater economic benefit 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, Executive shall have no rights to any additional payments and/or benefits, and reduction shall occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rataParticipant.