Common use of Section 280G Clause in Contracts

Section 280G. (a) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding anything to the contrary in this Agreement, this Section 5.10 shall apply in the event that the Company undergoes of (i) a “change in the ownership or effective control” of the Company or (ii) a “change in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (collectively, an “Section 280GExcise Tax Event”)) . If, as a result of an Excise Tax Event, any payments and all, or any portion, of the payments benefits provided under for in this Agreement, either alone or together with any other payments or and benefits which the Executive receives or is entitled has the right to receive from the Company (collectivelyor any of its affiliates, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of (as defined in Section 280G(b)(2) of the Code Code), then the payments and benefits provided for in this Agreement shall be either (including a) reduced (but not below zero) so that the present value of such total amounts and benefits received by reason of Section 280G(b)(4)(Athe Executive from the Company and its affiliates will be one dollar ($1.00) of less than three times the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) allocable and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after‑tax position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made in the following order: (1) by reducing the amounts of any payments or benefits that would not constitute deferred compensation under Section 409A, to the extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and the Executive; (2) next, by reducing, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such reasonable compensationpayment or benefit that would be made first in time); and (3) finally, by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a similar order to that described in clause (2). In the event it is later determined that (A) a greater The determination as to whether any such reduction in the Total Payments should have been made to implement amount of the objective payments and intent of this Section 14, the excess amount benefits provided hereunder is necessary shall be returned immediately made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the Executive’s base amount, then the Executive shall immediately repay such excess to the Company or (B) a lesser reduction upon notification that an overpayment has been made. Nothing in the Total Payments should have been made to implement the objective and intent of this Section 145.10 shall require the Company to be responsible for, or have any liability or obligation with respect to, the additional amount shall be paid immediately by the Company, or any Affiliate Executive’s excise tax liabilities under Section 4999 of the Company, as applicable, to the ExecutiveCode.

Section 280G. (a) In Notwithstanding any other provision of this Agreement, in the event that it shall be determined that the aggregate payments or distributions by the Company undergoes a to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “change in ownership or controlPayments”), constitute “excess parachute payments” (within the meaning of as such term is defined under Section 280G of the Code or any successor provision, and the regulations and guidance promulgated thereunder (collectively, “Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled that would be subject to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) and delivered in full, or (b) delivered to such lesser extent that would result in no portion of the amount Payments being subject to the Excise Tax, whichever of all other the foregoing amounts, taking into account the applicable federal, state or local income and local employment taxes (with income taxes all computed at and the highest applicable marginal rate) is greater than Excise Tax, results in the Limited Amount reduced receipt by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)Employee, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s on an after-tax proceedsbasis, of the Total greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. In the event that the Payments are to be reduced pursuant to this Section 5, such Payments shall be reduced such that the reduction of compensation to equal be provided to Employee as a result of this Section 5 is minimized. In applying this principle, the Limited Amount reduction shall be made in a manner consistent with the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from requirements of Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that where two economically equivalent amounts are subject to Section 409Areduction but payable at different times, in each case, with all such reductions done amounts shall be reduced on a pro rata basis. basis (b) but not below zero). All determinations made calculations required pursuant to this Section 14 will 13 shall be made at the Company’s performed in good faith by nationally recognized registered public accountants or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code tax counsel selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding anything to the event that the Company undergoes a “change contrary in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments or and benefits which Executive has the Executive receives or is entitled right to receive from the Company (collectivelyor any of its affiliates, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of (as defined in Section 280G(b)(2) of the Code Code), then the payments and benefits provided for in this Agreement shall be either (including a) reduced (but not below zero) so that the present value of such total amounts and benefits received by reason Executive from the Company or any of Section 280G(b)(4)(Aits Affiliates shall be one dollar ($1.00) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) allocable and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such reasonable compensationpayment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. In the event it is later determined that (A) a greater The determination as to whether any such reduction in the Total Payments should have been made amount of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to implement the objective and intent of this Section 14, the excess amount such excise tax) shall be returned immediately made at the expense of the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior to the consummation of the applicable change in control transaction, and the applicable independent accountants, law firm, or other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) as part of its analysis. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company or (B) upon notification that an overpayment has been made. Nothing in this Section 28 shall require the Company to provide a lesser reduction in gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Total Payments should have been made to implement the objective and intent Code. [The remainder of this Section 14, page was left blank intentionally; the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivesignature page follows.]

Section 280G. (a1) In To provide Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides Employee with various benefits in the event that of termination of Employee's employment with the Company undergoes Company. If Employee's employment is terminated following a “"change in ownership or control” (" of the Company, within the meaning of Section 280G of the Internal Revenue Code and of 1986, as amended (the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”"Code"), a portion of those benefits could constitute an “be characterized as "excess parachute payment” payments" within the meaning of Section 280GG of the Code. Agreement are treated as an excess parachute payment. The parties, then therefore, have agreed as set forth herein. (2) Anything in this Agreement to the Executive contrary notwithstanding, the payments and distributions by the Company or any other person to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a "Payment") shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) reduced as provided below if the amount of Company shall determine that (A) the Total Payments (without regard Payment would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or any interest or penalties would be incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”") and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rateB) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined Payment that the Limited Amount will maximize the Employee’s Employee would retain on any after-tax proceedstax, the Total Payments shall present value basis would be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on increased as a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes result of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including reduction by reason of Section 280G(b)(4)(A) of the Code) at least $5,000 or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensationmore. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately The Employee may by the Executive written notice to the Company designate the order in which such parachute payments will be reduced or (B) a lesser reduction in modified so that the Total Payments should have been made to implement Excise Tax is eliminated and the objective and intent Company is not denied any federal income tax deductions for any "parachute payments" because of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.280G.

Section 280G. (ai) In Notwithstanding any other provisions in this Agreement, in the event that any payment or benefit received or to be received by Executive (including, without limitation, any payment or benefit received in connection with a change of control of the Company undergoes a or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “change Total Payments”) would be subject (in ownership whole or control” part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (within the meaning “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and allin such other plan, program, arrangement or any portionagreement, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, will reduce the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (Payments to the minimum extent necessary) necessary so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G is subject to the Excise Tax (the “Limited Amount”but in no event to less than zero); provided, or (ii) if the amount of however, that the Total Payments will be reduced only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment 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 regard to clause such reduction (i)) reduced by but after subtracting the excise tax imposed by Section 4999 net amount of the Code (the “Excise Tax”) federal, state, municipal and local income and employment taxes on such Total Payments and the amount of all other applicable federal, state Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and local taxes after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (with income taxes all computed at ii) In the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount case of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of a reduction in the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceedsPayments, the Total Payments shall will be reduced to equal the Limited Amount in the following order: (i1) first, by reducing cash severance payments that are exempt from payable in cash that are valued at full value under Treasury Regulation Section 409A1.280G-1, Q&A 24(a) will be reduced (iiif necessary, to zero), with amounts that are payable last reduced first; (2) second, by reducing other payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; (3) payments that are exempt from payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (4) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; and (5) all other non-cash benefits not otherwise described in clause (2) or (4) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (1) through (4) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not applyCode, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation. (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code will be taken into account; (B) no portion of the Total Payments will be taken into account whichthat, in the opinion of the Company and its legal advisorsCompany, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including including, without limitation, by reason of Section 280G(b)(4)(A) of the Code) or (z) and, in calculating the Excise Tax, no portion of such Total Payments will be taken into account that, in the opinion of the Company, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation. In ; and (C) the event it is later determined that (A) a greater reduction value of any non-cash benefit or any deferred payment or benefit included in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall will be returned immediately determined by the Executive to Company in accordance with the Company or principles of Sections 280G(d)(3) and (B4) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the ExecutiveCode.

Section 280G. (a) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive If (i) an amount limited (any amounts payable to the minimum extent necessary) so that no portion you under this Agreement or otherwise are characterized as excess parachute payments pursuant to Section 4999 of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”)Code, or and (ii) if you thereby would be subject to any United States federal excise tax due to that characterization, then your termination benefits hereunder will be payable either in full or in a lesser amount, whichever would result, after taking into account the amount of the Total Payments (without regard to clause (i)) reduced by applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal4999, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s in your receipt on an after-tax proceedsbasis of the greatest amount of termination and other benefits. The determination of any reduction required pursuant to this section (including the determination as to which specific payments shall be reduced) shall be made by a nationally recognized accounting firm doing business in the United States which otherwise does not perform services for the Company (which will be chosen by the mutual agreement of you and Company, such services to be paid by the Company), and such determination shall be conclusive and binding upon the Company or any related corporation for all purposes. If required, the Total Payments payments and benefits under this Agreement shall be reduced to equal the Limited Amount in the following order: (ix) first, by reducing a pro rata reduction of (A) cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from subject to Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does Code as deferred compensation and (B) cash payments not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from subject to Section 409A and of the Code; (ivy) finally, by reducing payments and a pro rata reduction of (A) employee benefits that are subject to Section 409A, in each case, with all such reductions done on 409A of the Code as deferred compensation and (B) employee benefits not subject to Section 409A of the Code; and (z) a pro rata basis. cancellation of (bA) All determinations made pursuant this accelerated vesting of stock and other equity-based awards that are subject to Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 409A of the Code selected by the Company for such purpose as deferred compensation and (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company B) stock and its legal advisors, (y) does other equity-based awards not constitute a “parachute payment” within the meaning of subject to Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) 409A of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it that acceleration of vesting of stock and other equity-based award compensation is later determined that (A) a greater reduction to be reduced, such acceleration of vesting shall be cancelled in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate reverse order of the Company, as applicable, to the Executivedate of grant of your stock and other equity-based awards unless you elect in writing a different order for cancellation.

Section 280G. (a) In To the event extent that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments and benefits provided for under this Agreement, either alone or Letter Agreement together with other any payments or benefits which the Executive receives under any other agreement or is entitled to receive from arrangement between the Company and you (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) 280G of the Code, the amount of such Payments shall be reduced to the amount that would result in excess no portion of the “base amount” Payments being subject to the excise tax imposed pursuant to Section 4999 of the Code if and only if such reduction would provide you with an after-tax amount greater than if there was no reduction. Any reduction shall be done in a manner that maximizes the amount to be retained by you, provided that to the extent any order is required to be set forth herein, then such reduction shall be applied in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G- 1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as defined such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation Section 280G(b)(31.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and (v) of the Codeall other non-cash benefits not otherwise described in clauses (ii) allocable to such reasonable compensation. In the event it is later determined that or (Aiv) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall will be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivenext reduced prorata.

Section 280G. (a) In Notwithstanding anything contained in this Agreement to the event contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company undergoes or ownership of a “change in ownership or control” substantial portion of the Company’s assets (within the meaning of Section 280G of the Code Code) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 280G”)and the regulations and guidance promulgated thereunder (“Section 280G”thereunder)) and all, or any portionAffiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of the payments provided under this Agreement, either alone Agreement or together with other payments or benefits which the Executive receives or is entitled to receive from the Company otherwise (collectively, the “Total Payments”), could ) constitute an “excess parachute paymentpayments” (within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or and if (ii) such aggregate would, if the amount of the Total Payments (without regard to clause (i)) reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”) and ), be less than the amount of the Executive would receive, after all other applicable federaltaxes, state and local taxes if the Executive received aggregate Payments equal (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of as valued under Section 280G and Section 4999 of G) to only three times the Code selected by the Company for such purpose Executive’s “base amount” (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2280G), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax. All determinations required to be made under this Section 6.2 shall be made by a nationally recognized accounting firm that is (i) not serving as accountant or auditor for the individual, entity or group effecting the Change in Control and (ii) selected by the Company with the consent of the Code Executive which consent shall not be unreasonably withheld, conditioned or delayed (the “Accounting Firm”), which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including by reason the amount of Section 280G(b)(4)(Aeach Payment) and such other information as the Executive shall reasonably request or need to make the determination required of the CodeExecutive under this Section 6.2 both to the Company and the Executive within thirty (30) business days after the Termination Date (or (z) constitutes reasonable compensation for services actually renderedsuch earlier time as is requested by the Company). Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. If the Payments are so reduced, within the meaning of Section 280G(b)(4)(B) of Company shall reduce or eliminate the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that Payments (A) a greater reduction by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Total Payments should have been made subject to implement the objective and intent of this Section 14clause (C) hereof), the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in the Total Payments should have been made cash or not payable in cash) to implement the objective and intent of this Section 14which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, the additional amount shall in each case in reverse order beginning with payments or benefits which are to be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivefarthest in time.

Section 280G. (a) In Notwithstanding anything to the event that the Company undergoes a “change contrary in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone Employee expressly agrees that if the payments and benefits provided for in this Agreement or together with any other payments or and benefits which that Employee has the Executive receives or is entitled right to receive from the Company Employers and their Affiliates (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of (as defined in Section 280G(b)(2) of the Code Code), then the Payments shall be either (including by reason of Section 280G(b)(4)(Aa) reduced (but not below zero) so that the present value of the CodePayments will be one dollar ($1.00) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) allocable and so that no portion of the Payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to Section 409A of the Code in the reverse order in which such Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such reasonable compensationpayment or benefit that would be made first in time). In The professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event it 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 tax firm so engaged by the Company is later determined that (A) serving as accountant or auditor for the acquiring company, the Company will appoint a greater reduction in nationally recognized tax firm to make the Total Payments should have been made to implement the objective and intent of determinations required by this Section 146(k). The Company will bear all expenses with respect to the determinations by such firm required to be made by this Section 6(k). The Company and Employee shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, the excess amount shall be returned immediately by the Executive together with detailed supporting documentation, to the Company and Employee as soon as practicable following its engagement. If a reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers (Bor their Affiliates) used in determining if a lesser reduction in the Total Payments should have been made “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In the event that the Company undergoes a benefits provided for in this Agreement or otherwise payable to the Employee (i) constitute “change in ownership or controlparachute payments” (within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (collectively referred to herein as “Section 280G”)) , and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard but for this Section 6, would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code Code, then Employee’s benefits under this Agreement will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such benefits being subject to excise tax under Section 4999 of the “Excise Tax”) and Code, whichever of the amount of all other foregoing amounts, taking into account the applicable federal, state and local taxes (with income taxes all computed at and the highest applicable marginal rate) is greater than excise tax imposed by Section 4999, results in the Limited Amount reduced receipt by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s Employee on an after-tax proceedsbasis, of the Total Payments shall greatest amount of benefits, notwithstanding that all or some portion of such benefits may be reduced to equal taxable under Section 4999 of the Limited Amount Code. Any reduction in payments and/or benefits required by this Section 6 will occur in the following order: (i1) firstreduction of vesting acceleration of equity awards; (2) reduction of cash payments; and (3) reduction of other benefits paid or provided to the Employee. In the event that acceleration of vesting of equity awards is reduced, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) the acceleration of Section 1.280G-1 vesting will be cancelled in the reverse order of the Treasury Regulations does not applydate of grant of the Employee’s equity awards. If two or more equity awards are granted on the same date, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done award will be reduced on a pro pro-rata basis. (b) All determinations made pursuant . The Employee may not exercise any discretion with respect to the ordering of any reductions of payments or benefits under this Section 14 will 6. Except as otherwise provided in this Section 6 and unless the Company and the Employee otherwise agree in writing, any determination required under this Section 6 shall be made at in writing by a nationally recognized professional services firm selected by the Company, the Company’s legal counsel or its Affiliates’ expense by an accounting firm such other person or consulting group with experience in performing calculations regarding entity to which the applicability of Section 280G parties mutually agree (the “Firm”), whose determination shall be conclusive and Section 4999 of binding upon the Code selected by Employee and the Company for such purpose (the “Independent Advisors”)all purposes. For purposes of such determinationsmaking the calculations required by this Section 6, no portion of the Total Payments shall be taken into account which, in the opinion of the Firm may make reasonable assumptions and approximations concerning applicable taxes. The Company and its legal advisors, (y) does not constitute the Employee shall furnish to the Firm such information and documents as the Firm may reasonably request in order to make a “parachute payment” within determination under this Section. The Company shall bear all costs the meaning of Section 280G(b)(2) of the Code (including Firm may reasonably incur in connection with any calculations contemplated by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive6.

Section 280G. (a) Notwithstanding anything to the contrary herein, Section 10(b) shall apply in the event that the Company satisfies the requirement of Section 280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company undergoes does not satisfy such requirement, Section 10(c), not Section 10(b), shall apply. (b) Prior to any change described in Section 280G(b)(2)(A)(i) of the Code (a “change Section 280G Transaction”) and in ownership accordance with the requirements of Section 280G(b)(5)(B) of the Code, the Company shall seek, but shall not be required to obtain, approval by its shareholders of any payments, options, awards or controlbenefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (collectively, the “Potential Parachute Payments”). In the event that the shareholders of the Company do not approve the Employee’s Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of his Potential Parachute Payments that would otherwise cause any portion of any of his Potential Parachute Payments to be treated as an “excess parachute payment” (within the meaning of Section 280G G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, but for this Section 10(c), any of the Payments will be subject to any excise tax pursuant to Section 4999 of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone similar or together with other payments or benefits which the Executive receives or is entitled to receive from the Company successor provision (collectively, the “Total PaymentsExcise Tax”), could constitute the Company shall pay to the Employee either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), then whichever of the Executive shall foregoing amounts results in the receipt by the Employee, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be entitled subject to the Excise Tax. For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments there shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “taken into account any Excise Tax”) Tax and the amount of all other applicable federal, state and local taxes required to be paid by the Employee in respect of the receipt of such payments and (with ii) such payments shall be deemed to be subject to federal income taxes all computed at the highest rate of federal income taxation applicable marginal rate) to individuals that is greater than in effect for the Limited Amount reduced by calendar year in which the amount of all taxes applicable thereto (with benefits are to be paid, and state and local income taxes all computed at the highest marginal rate), rate of taxation applicable to individuals in the amount state and locality of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-residence on the effective date of the Section 280G Transaction, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Section 68 of the Code and any other limitations applicable to the deduction of state and local income taxes under the Code). (d) All calculations and determinations under this Section 10, including application and interpretation of the Code and related regulatory, administrative and judicial authorities, shall be made by an independent accounting firm or independent tax proceedscounsel appointed by the Company (the “Tax Advisor”). All determinations made by the Tax Advisor under this Section 10 shall be conclusive and binding on both the Company and the Employee, and the Company shall cause the Tax Advisor to provide its determinations and any supporting calculations with respect to the Employee to the Company and the Employee. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. For purposes of making the calculations and determinations under this Section 10, after taking into account the information provided by the Company and the Employee, the Total Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 10. In the event that Section 10(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced to equal by the Limited Amount Company in its reasonable discretion in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) reduction of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits any Payments that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 409A of the Code selected by the Company for on a pro-rata basis or such purpose (the “Independent Advisors”). For purposes of such determinationsother manner that complies with Code Section 409A, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or and (ii) reduction of any Affiliate of the Company, as applicable, to the Executive.Payments that are exempt from Code Section 409A.

Section 280G. (a) In Notwithstanding any other provisions of this Agreement or any other agreement between the Company and the Employee, in the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company undergoes or any Person whose actions result in a “change Change in ownership Control or control” any Person affiliated with the Company or such Person) (within all such payments and benefits, including the meaning severance benefits provided hereunder, being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Company, an affiliate or Person making such payment or providing such benefit as a result of Section section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code and in such other plan, arrangement or agreement), the regulations and guidance promulgated thereunder benefits provided hereunder shall be reduced (“Section 280G”if necessary, to zero); provided, however, that, notwithstanding the terms of any other plan or agreement, the Employee may elect to have the benefits payable under any other plan or agreement reduced (or eliminated) and all, or prior to any portion, reduction of the payments provided benefits payable under this Agreement, either alone or together with other payments or benefits which may include, in the case of the Executive receives or is entitled Deferred Compensation Agreement, an election to receive from reduce the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then Employee's Compensation Period under the Executive shall be entitled to receive Deferred Compensation Agreement (without increasing the amount determined under Section 1.1 of the Executive Deferred Compensation Agreement as Employee's Monthly Deferred Compensation Benefit). (i) an amount limited For purposes of this limitation in the event the Company asserts that the limitation would apply, (to the minimum extent necessarya) so that no portion of the Total Payments the receipt or enjoyment of which the Employee shall be non-deductible for US federal income taxes by reason have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section 280G (the “Limited Amount”), or (iisection 280G(b) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) firsttaken into account, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account whichthat, in the opinion of tax counsel ("Tax Counsel") selected by the Company Employee and its legal advisorsreasonably accepted by the Company, (y) does not constitute a “"parachute payment” " within the meaning of Section section 280G(b)(2) of the Code (Code, including by reason of Section section 280G(b)(4)(A) of the Code, (c) the benefits payable under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (zb)) constitutes in their entirety constitute reasonable compensation for services actually rendered, rendered within the meaning of Section section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in excess the opinion of Tax Counsel, and (d) the “base amount” value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be determined in accordance with the principles of sections 280G(d)(3) and (as defined in Section 280G(b)(34) of the Code. (ii) allocable to such reasonable compensation. In the event If it is later determined established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Employee and the Company in applying the terms of this Section 6(F), the Total Payments paid to or for the Employee's benefit are in an amount that would result in any portion of such Total Payments being subject to the Excise Tax, then, if such repayment would result in (Aa) no portion of the remaining Total Payments being subject to the Excise Tax and (b) a greater dollar-for-dollar reduction in the Total Payments should have been made to implement the objective Employee's taxable income and intent wages for purposes of this Section 14federal, state and local income and employment taxes, the excess Employee shall have an obligation to pay the Company upon demand an amount shall be returned immediately by the Executive equal to the Company or sum of (Bx) a lesser reduction in the excess of the Total Payments should paid to or for the Employee's benefit over the Total Payments that could have been made paid to implement or for the objective Employee's benefit without any portion of such Total Payments being subject to the Excise Tax; and intent (y) interest on the amount set forth in clause (x) of this Section 14sentence at the rate provided in section 1274(b)(2)(B) of the Code from the date of the Employee's receipt of such excess until the date of such payment. (iii) By execution and delivery of this Agreement, the additional amount shall be paid immediately by the Company, or any Affiliate provisions of Section 10.4 of the Company, as applicable, to the ExecutiveExecutive Deferred Compensation Agreement are hereby superseded and such section is hereby declared null and void.

Section 280G. (a) In To the event extent that any payment or distribution to or for the benefit of the Executive pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its affiliated companies, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company undergoes or such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the Company shall reduce the payments to the amount that is (after taking into account federal, state, local and social security taxes at the maximum marginal rates, including any excise taxes imposed by Section 4999 of the Code) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Cap”) if, and only if, such reduction would result in Executive receiving a “change higher net after-tax amount. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the Safe Harbor Cap, the Payments to be reduced hereunder will be determined in ownership a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when the Payment would have been made to Executive until the reduction specified herein is achieved. Executive’s right to specify the order of reduction of the Payments shall apply only to the extent that it does not directly or control” indirectly alter the time or method of payment of any amount that is deferred compensation subject to (within and not exempt from) Section 409A. (b) All determinations required to be made under this Section 4, including whether and when the meaning Safe Harbor Cap is required and the amount of the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determination, shall be made by a public accounting firm or other nationally recognized consulting firm with expertise in Section 280G of the Code that is retained by the Company as of the date immediately prior to the Change in Control (the “Calculating Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the regulations and guidance promulgated thereunder (“Section 280G”)) and allreceipt of notice from the Company or Executive that there has been a Payment, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or such earlier time as is entitled to receive from requested by the Company (collectively, the “Total PaymentsDetermination”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it that the Calculating Firm is later determined that serving as accountant, auditor or consultant for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized public accounting or consulting firm to make the determinations required hereunder (A) a greater reduction in which accounting firm shall then be referred to as the Total Payments should have been made to implement Calculating Firm hereunder). All fees and expenses of the objective and intent of this Section 14, the excess amount Calculating Firm shall be returned immediately borne solely by the Executive Company and the Company shall enter into any agreement requested by the Calculating Firm in connection with the performance of the services hereunder. The Determination by the Calculating Firm shall be binding upon the Company and Executive. The Company shall bear and pay directly all costs and expenses incurred in connection with any contests or disputes with the Internal Revenue Service relating to the Company Excise Tax, and Executive shall cooperate, to the extent his or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent her reasonable out-of this Section 14, the additional amount shall be paid immediately pocket expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any such contests or any Affiliate of the Company, as applicable, to the Executivedisputes.

Section 280G. (a) In Notwithstanding any other provision of this Agreement, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the Company undergoes a “change in ownership or control” (within the meaning terms of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, this Agreement or any portionother plan, of the arrangement or agreement) (all such payments provided under this Agreement, either alone or together with other payments or and benefits which the Executive receives or is entitled being hereinafter referred to receive from the Company (collectively, as the “Total Payments”) would be subject (in whole or part), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement, then such remaining Total Payments shall be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) and the net amount of all other applicable such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local taxes (with income taxes all computed at on such reduced Total Payments and after taking into account the highest applicable marginal ratephase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the Limited Amount reduced by net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount Excise Tax to which Executive would be subject in respect of the such unreduced Total Payments otherwise payable without regard and after taking into account the phase out of itemized deductions and personal exemptions attributable to clause (isuch unreduced Total Payments). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 For purposes of determining whether and the extent to which the Total Payments will be made subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability meaning of Section 280G and Section 4999 280G(b) of the Code selected by the Company for such purpose shall be taken into account; (the “Independent Advisors”). For purposes of such determinations, ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the Company and its legal advisors“Independent Advisors”) selected by the Company, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In ; and (iii) the event it is later determined that (A) a greater reduction value of any non-cash benefit or any deferred payment or benefit included in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately determined by the Executive to Independent Advisors in accordance with the Company or principles of Sections 280G(d)(3) and (B4) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the ExecutiveCode.

Section 280G. (a) In Notwithstanding anything to the event contrary herein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively “Payments”) would constitute an “excess parachute payment” to the Company undergoes a “change in ownership or control” (Executive within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided thus would not be deductible under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard Code and would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or any similar tax (the “Excise 280G Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), and if and only if the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s Executive would be in a better after-tax proceedsposition by reducing the Payments, the Total amounts payable hereunder shall be reduced to the extent necessary to eliminate any Payments or portion of the Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not subject to the excise tax imposed by Section 4999 of the Code. In such case, the Payments shall be reduced to equal so that the Limited Amount in total aggregate value of the following order: (i) first, by reducing cash severance payments Payments do not exceed 2.99 times the total value of the Executive’s average annualized compensation for the preceding five years. If the Company determines that are exempt from the Payments constitute “non-qualified deferred compensation” under Section 409A, (iiany reduction in the Payments required to be made pursuant to this Section 8(a) secondshall be made first with respect to Payments payable in cash before being made in respect to any Payments to be provided in the form of benefits or equity award acceleration, by reducing other payments and in the form of benefits that are exempt from Section 409A before being made with respect to equity award acceleration, and in any case, shall be made with respect to which Q&A 24(c) of Section 1.280G-1 such Payments in inverse order of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all scheduled dates or times for the payment or provision of such reductions done on a pro rata basisPayments. (b) All Any determinations to be made pursuant under this Section 14 will 8 shall be made at by the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose independent public accountants (the “Independent AdvisorsAccounting Firm”). For purposes of such determinations, no portion of the Total Payments which firm shall be taken into account which, in the opinion of provide its determinations and any supporting calculations both to the Company and its legal advisorsto the Executive, (y) does not constitute a “parachute payment” within and shall be binding upon the meaning of Section 280G(b)(2) Company and the Executive. All fees and expenses of the Code (including by reason of Section 280G(b)(4)(A) of Accounting Firm in performing the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, determinations referred to in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately borne solely by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding anything to the contrary in this Agreement, this Section 5.8 shall apply in the event that the Company undergoes of (i) a “change in the ownership or effective control” of the Company or (ii) a “change in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (collectively, an “Section 280GExcise Tax Event”)) . If an Excise Tax Event is consummated, and all, or as a result any portion, of the payments and benefits provided under for in this Agreement, either alone or together with any other payments or and benefits which the Executive receives or is entitled has the right to receive from the Company (collectivelyor any of its affiliates, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of (as defined in Section 280G(b)(2) of the Code Code), then the payments and benefits provided for in this Agreement shall be either (including a) reduced (but not below zero) so that the present value of such total amounts and benefits received by reason of Section 280G(b)(4)(Athe Executive from the Company and its affiliates will be one dollar ($1.00) of less than three times the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) allocable and so that no portion of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such reasonable compensationexcise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), or (b) paid in full, whichever produces the better net after-tax position to the Executive (taking into account any applicable Excise Tax and any other applicable taxes). In The reduction of payments and benefits hereunder, if applicable, shall be made in the event it is later determined following order: (1) by reducing the amounts of any payments or benefits that would not constitute deferred compensation under Section 409A, to the extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and the Executive; (A2) next, by reducing, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time); and (3) finally, by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a greater similar order to that described in clause (2). The determination as to whether any such reduction in the Total Payments should have been made to implement amount of the objective payments and intent of this Section 14, the excess amount benefits provided hereunder is necessary shall be returned immediately made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the Executive’s base amount, then the Executive shall immediately repay such excess to the Company or (B) a lesser reduction upon notification that an overpayment has been made. Nothing in the Total Payments should have been made to implement the objective and intent of this Section 145.8 shall require the Company to be responsible for, or have any liability or obligation with respect to, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive’s Excise Tax liabilities.

Section 280G. (aA) In Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the event that contrary, if (i) any of the Company undergoes a payments or benefits provided or to be provided by ChannelAdvisor to You or for Your benefit pursuant to the terms of this Agreement or otherwise (“change in ownership or controlCovered Payments”) constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled subject to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by under Section 4999 of the Code (or any successor provision) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), and (ii) and the amount aggregate present value of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount parachute payments reduced by the amount of all taxes applicable thereto Excise Tax would be less than three (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i3) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the times Your “base amount” (as defined in Section 280G(b)(3) of the Code, then the Covered Payments shall be reduced (but not below zero) allocable to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. (B) Any such reasonable compensation. In reduction shall be made by in accordance with Section 409A of the event it is later determined that Code and the following: (i) the Covered Payments which do not constitute nonqualified deferred compensation subject to Section 409A of the Code shall be reduced first; (i) all other Covered Payments shall then be reduced as follows: (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount cash payments shall be returned immediately by the Executive to the Company or reduced before non-cash payments; and (B) payments to be made on a lesser reduction later payment date shall be reduced before payments to be made on an earlier payment date; and (ii) in the Total Payments should have been made event that accelerated vesting of Awards is to implement be reduced, such acceleration will be cancelled in the objective reverse order of the dates on which the Awards were granted. (C) You shall provide ChannelAdvisor with such information and intent of documents as ChannelAdvisor may reasonably request in order to make a determination under this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive4.

Section 280G. (a) In the event that it is determined that any payment or distribution in the nature of compensation made or to be made of any type to or for the benefit of Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company undergoes or ownership of a “change in ownership or control” substantial portion of the Company’s assets (within the meaning of Section section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and allor by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or under any portion, other agreement with or plan of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company otherwise (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the would be subject Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion excise tax imposed by section 4999 of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Limited AmountExcise Tax”), then either clauses (a) or (iib) if below shall apply or occur, as applicable: (a) If the amount aggregate present value of the Total Payments (without regard as calculated pursuant to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rateSection 280G final regulations) is greater less than the Limited Amount reduced by the amount 325% of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)Executive’s Base Amount, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the then such Total Payments shall be reduced reduced, as necessary, to the smaller amount that is equal the Limited to $1.00 less than 300% of Executive’s Base Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and so as to which Q&A 24(c) of Section 1.280G-1 eliminate imposition of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisExcise Tax. (b) All determinations made pursuant this Section 14 will be made at If the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion aggregate present value of the Total Payments (as calculated pursuant to the Code Section 280G final regulations) is equal to or greater than 325% of Executive’s Base Amount, then, the Company shall pay Executive a cash amount equal to the sum of: (i) any excise taxes that may be imposed on Executive under Code Sections 280G and 4999 (the “Excise Tax Restoration”) and (ii) for any taxes (including excise taxes) that may be imposed on the Excise Tax Restoration payment, and for any interest or penalties related to such excise tax with all such computations performed applying the then highest marginal tax rates (excluding Federal social security taxes given Executive’s compensation will likely exceed the social security limit for such year and net of the maximum reduction in federal taxes that may be obtained from the deduction of state and local taxes). Such payment shall be taken into account which, made to Executive contemporaneously with the withholding of the Excise Tax from Executive within thirty days of the determination that there are excise taxes owed and will be in an amount so that Executive will be in the opinion same position on an after-tax basis that he would have been if no excise taxes, interest and/or penalties had been imposed. (c) All mathematical determinations and all determinations of whether any of the Company and its legal advisors, (y) does not constitute a Total Payments are “parachute paymentpayments” and/or are potentially subject to the Excise Tax (within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) section 280G of the Code) or that are required to be made under this Section 13, shall be made by an independent nationally recognized independent registered public accounting firm not currently retained by the Company and reasonably acceptable by Executive immediately prior to the Change in Control (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14any relevant matters, the excess amount shall be returned immediately by the Executive both to the Company or and to Executive within seven (B7) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate business days of the CompanyChange in Control or Termination Date, as applicable, to or such earlier time as is requested by the Company. Such determination shall be made by the Accountants using reasonable good faith interpretations of the Code. Any determination by the Accountants shall be binding upon the Company and Executive, absent manifest error. The Company shall pay the fees and costs of the Accountants that are incurred in connection with this Section 13.

Section 280G. (a) In If (i) the event that aggregate of all amounts and benefits due to Employee under this Agreement or under any Company plan, program, agreement or arrangement, would, if received by Employee in full and valued under Section 280G of the Company undergoes a Code, constitute “change parachute payments” as such term is defined in ownership or control” (within the meaning of and under Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments280G Benefits”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or and if (ii) such aggregate would, if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at applicable thereto, including the highest applicable marginal rate) is greater excise tax imposed pursuant to Section 4999 of the Code, be less than the Limited Amount amount Employee would receive, after all taxes, if Employee received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to only three times Employee’s “base amount”, as defined in and under Section 280G of the Code, less $1.00, then (iii) such cash 280G Benefits (in reverse order of maturity, to the extent that the reduction of such cash 280G Benefits can achieve the intended result) shall be reduced or eliminated to the extent necessary so that the 280G Benefits received by Employee will not constitute parachute payments. The determinations with respect to this Section 19(a) shall be made by an independent auditor (the “Auditor”) paid by the amount Company. The Auditor shall be the Company’s regular independent auditor unless Employee reasonably objects to the use of all taxes applicable thereto that firm, in which event the Auditor will be a nationally recognized firm chosen by the parties hereto. (with income taxes all computed at b) It is possible that, after the highest marginal ratedeterminations and selections made pursuant to Section 19(a), Employee will receive 280G Benefits that are, in the aggregate, either more or less than the amount of the Total Payments otherwise payable without regard provided under Section 19(a) (hereafter referred to clause (ias an “Excess Payment” or “Underpayment”, respectively). If it is determined established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall promptly repay the Limited Amount will maximize Excess Payment to the Employee’s after-tax proceedsCompany, together with interest on the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made Excess Payment at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience applicable federal rate (as defined in performing calculations regarding the applicability of and under Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A1274(d) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within from the meaning date of Section 280G(b)(4)(B) Employee’s receipt of such Excess Payment until the Code, in excess date of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensationrepayment. In the event that it is later determined (x) by a court or (y) by the Auditor upon request by any of the parties hereto, that (A) a greater reduction in an Underpayment has occurred, the Total Payments should Company shall promptly pay an amount equal to the Underpayment to Employee, together with interest on such amount at the applicable federal rate from the date such amount would have been made paid to implement Employee had the objective and intent provisions of this Section 14, 19(a) not been applied until the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent date of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivepayment.

Section 280G. (a) In Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the event that contrary, if any of the payments or benefits provided or to be provided by the Company undergoes a or any of its Affiliates to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“change in ownership or controlCovered Payments”) constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder would, but for this Section 20, be (“x) nondeductible under Section 280G”)G of the Code and/or (y) and all, subject to the excise tax imposed under Section 4999 of the Code (or any portion, of the payments provided under this Agreement, either alone successor provisions applicable to such Sections) or together any similar tax imposed by state or local law or any interest or penalties with other payments or benefits which the Executive receives or is entitled respect to receive from the Company such taxes (collectively, the “Total PaymentsExcise Tax”), then the Covered Payments will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, is subject to the Excise Tax; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). Any reductions hereunder shall be made in accordance with Section 409A and the following: (A) the payments and benefits that do not constitute nonqualified deferred compensation subject to Section 409A shall be reduced first; and (B) all other payments and benefits shall then be reduced as follows: (I) cash payments shall be reduced before non-cash payments; and (II) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. Any determination required under this Section 20, including, but not limited to, whether any payments or benefits are or could constitute an be “excess parachute paymentpayments” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately determined by the Executive to the Company Board (or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executiveits designee).

Section 280G. (a) In Notwithstanding anything to the event contrary herein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively "Payments") would constitute an "excess parachute payment" to the Company undergoes a “change in ownership or control” (Executive within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided thus would not be deductible under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard Code and would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or any similar tax (the “Excise "280G Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate"), and if and only if the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s Executive would be in a better after-tax proceedsposition by reducing the Payments, the Total amounts payable hereunder shall be reduced to the extent necessary to eliminate any Payments or portion of the Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not subject to the excise tax imposed by Section 4999 of the Code. In such case, the Payments shall be reduced to equal so that the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 total aggregate value of the Treasury Regulations does Payments do not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisexceed 2.99 times the total value of the Executive's average annualized compensation for the preceding five years. (b) All determinations made pursuant this Section 14 The Company agrees that it will be made at use commercially reasonable efforts to obtain the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account whichapproval, in the opinion manner and by such number of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate stockholders of the Company, as applicableis required under the terms of Section 270G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G inapplicable to any and all benefits provided to the Executive pursuant to this Agreement as well as pursuant to any other compensation agreements between the Company and the Executive. (c) Any determinations to be made under this Paragraph 6 shall be made by the Company's independent public accountants (the "Accounting Firm"), which firm shall provide its determinations and any supporting calculations both to the Company and to the Executive, and shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm in performing the determinations referred to in this paragraph shall be borne solely by the Company.

Section 280G. (a1) In To provide Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides Employee with various benefits in the event that of termination of Employee’s employment with the Company undergoes Company. If Employee’s employment is terminated following a “change in ownership or control” (of the Company, within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and allCode, or any portion, a portion of the payments provided under this Agreement, either alone or together with other payments or those benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an be characterized as “excess parachute paymentpayments” within the meaning of Section 280GG of the Code. With respect to issues related to excess parachute payments, then the Executive parties have agreed as set forth herein. (2) Anything in this Agreement to the contrary notwithstanding, the payments and distributions by the Company or any other person to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”)) shall be entitled to receive (i) an amount limited (to the minimum extent necessary) reduced so that no portion of the Total Payments such Payment shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or any interest or penalties would be incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), if the Company shall determine that the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s Employee would retain on any after-tax proceedstax, present value basis would be increased as a result of such reduction by $5,000 or more. (3) In the event that a reduction in Payments is required pursuant to the immediately preceding paragraph, then, except as provided below with respect to Payments that consist of health and welfare benefits, the Total reduction in Payments shall be implemented by determining the “Parachute Payment Ratio” (as defined below) for each Payment and then reducing the Payments in order beginning with the Payment with the highest Parachute Payment Ratio. For Payments with the same Parachute Payment Ratio, such Payments shall be reduced to equal based on the Limited Amount time of payment of such Payments, with amounts being paid furthest in the following order: (i) future being reduced first. For Payments with the same Parachute Payment Ratio and the same time of payment, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done Payments shall be reduced on a pro pro-rata basis. basis (bbut not below zero) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience prior to reducing Payments next in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company order for such purpose (the “Independent Advisors”)reduction. For purposes of such determinationsthis Section, no portion “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the Total Payments applicable Payment as determined for purposes of Code Section 280G, and the denominator of which is the financial present value of such Parachute Payment, determined at the date such payment is treated as made for purposes of Code Section 280G (the “Valuation Date”). In determining the denominator for purposes of the preceding sentence (1) present values shall be taken into account whichdetermined using the same discount rate that applies for purposes of discounting payments under Code Section 280G; (2) the financial value of payments shall be determined generally under Q&A 12, 13 and 14 of Treasury Regulation 1.280G-1; and (3) other reasonable valuation assumptions as determined by the Company shall be used. Notwithstanding the foregoing, Payments that consist of health and welfare benefits shall be reduced after all other Payments, with health and welfare Payments being made furthest in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivefuture being reduced first.

Section 280G. (a) In the event it shall be determined that any payment or distribution by the Company undergoes or any of its affiliates to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Total Payments”), is or will be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the cash payments made pursuant to Section 5(a)(ii) of this Agreement, then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to any payment made pursuant to Section 5(a)(iv) of this Agreement, then to any payment made pursuant to Section 5(a)(v) of this Agreement, then to the benefits provided pursuant to Section 5(a)(vi) of this Agreement, and then to any other payment that triggers such Excise Tax in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) reduction of any other payments due to Executive (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, and all determinations as to whether any of the Total Payments are “change in ownership or controlparachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”Code)) and all, or any portion, of the payments provided that are required to be made under this Agreementparagraph, either alone or together with other payments or benefits which the Executive receives or is entitled including determinations as to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of whether the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments Executive shall be reduced to equal the Limited Amount Safe Harbor Cap and the assumptions to be utilized in the following order: (i) firstarriving at such determinations, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will shall be made at the Company’s or its Affiliates’ expense by an a nationally recognized accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of mutually acceptable to the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (ai) In Notwithstanding any other provision of this Agreement, except as set forth in Section 9(b)(ii), in the event that the Company undergoes a “change Change in ownership Ownership or controlControl” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”as defined below)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company shall not be obligated to provide to Executive a portion of any “Contingent Compensation Payments” (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the as defined below) that Executive shall would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(b)(1) of the Code) for Executive. For purposes of this Section 9(b), the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (ii) Notwithstanding the provisions of Section 9(b)(i), no such reduction in Contingent Compensation Payments shall be made if (i) an amount limited the Eliminated Amount (computed without regard to the minimum extent necessarythis sentence) so that no portion exceeds (ii) 100% of the Total aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by Executive if the Eliminated Payments shall be non-deductible for US (determined without regard to this sentence) were paid to Executive (including, state and federal income taxes by reason of Section 280G (on the “Limited Amount”)Eliminated Payments, or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of payable with respect to all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Contingent Compensation Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to ), and any withholding taxes). The override of such reasonable compensation. In the event it is later determined that (A) a greater reduction in Contingent Compensation Payments pursuant to this Section 9(b)(ii) shall be referred to as a “Section 9(b)(ii) Override.” For purposes of this paragraph, if any federal or state income taxes would be attributable to the Total Payments should have been made to implement receipt of any Eliminated Payment, the objective amount of such taxes shall be computed by multiplying the amount of the Eliminated Payment by the maximum combined federal and intent state income tax rate provided by law. (iii) For purposes of this Section 14, 9(b) the excess amount following terms shall be returned immediately by have the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.following respective meanings:

Section 280G. (a) In Notwithstanding anything to the event that the Company undergoes a “change contrary in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or if Employee is a “disqualified individual” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the payments and benefits provided for in this Agreement, together with any other payments or and benefits which Employee has the Executive receives or is entitled right to receive from the Company (collectivelyor any of its affiliates, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of (as defined in Section 280G(b)(2) of the Code Code), then the payments and benefits provided for in this Agreement shall be either (including a) reduced (but not below zero) so that the present value of such total amounts and benefits received by reason of Section 280G(b)(4)(AEmployee from the Company and its affiliates will be one dollar ($1.00) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) allocable and so that no portion of such amounts and benefits received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such reasonable compensationpayment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. In the event it is later determined that (A) a greater The determination as to whether any such reduction in the Total Payments should have been made to implement amount of the objective payments and intent of this Section 14, the excess amount benefits provided hereunder is necessary shall be returned immediately made by a nationally recognized accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Executive Company prior to the Company or change in control (B) a lesser reduction in the Total Payments should have been made to implement “Accounting Firm”). All reasonable fees and expenses of the objective and intent of this Section 14, the additional amount Accounting Firm shall be paid immediately borne solely by the Company. Nothing in this Paragraph 20 shall require the Company to be responsible for, or have any Affiliate liability or obligation with respect to, Employee’s excise tax liabilities under Section 4999 of the CompanyCode, as applicable, to the Executiveif any.

Section 280G. (a) In 7.1 Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company undergoes to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a “change in ownership or control” (within the meaning of manner consistent with Section 280G of the Code and the applicable regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Aggregate Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (Code, then the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which Executive becomes subject to equal the Limited excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in Executive receiving a higher After Tax Amount (as defined below) than Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, in reverse chronological order beginning with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will the Aggregate Payments that are to be made at paid the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience furthest in performing calculations regarding time from consummation of the applicability of transaction that is subject to Section 280G and Section 4999 of the Code selected by Code: (1) cash payments not subject to Section 409A of the Company for such purpose Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). 7.2 For purposes of this Section 5, the “Independent Advisors”)After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Aggregate Payments. For purposes of such determinationsdetermining the After Tax Amount, no portion Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater maximum reduction in the Total Payments should have been made to implement the objective federal income taxes which could be obtained from deduction of such state and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.local taxes

Section 280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that the Company undergoes a “change in ownership amount of any compensation, payment or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from distribution by the Company (collectivelyto or for the benefit of Executive, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (whether paid or payable or distributed or distributable pursuant to the minimum extent necessary) so that no portion terms of the Total Payments shall be non-deductible for US federal income taxes by reason of this Agreement or otherwise, calculated in a manner consistent with Section 280G (the “Limited AmountAggregate Payments”), or (ii) if the amount of the Total Payments (without regard would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (Code, then the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which Executive becomes subject to equal the Limited excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in Executive receiving a higher After-Tax Amount (as defined below) than Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all such reductions done on a pro rata basisthe foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) All determinations made pursuant For purposes of this Section 14 will be made at 3.3, the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding “After-Tax Amount” means the applicability of Section 280G and Section 4999 amount of the Code selected by Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Company for such purpose (the “Independent Advisors”)Aggregate Payments. For purposes of such determinationsdetermining the After-Tax Amount, no portion Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality applicable to Executive on the Date of Termination, net of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater maximum reduction in the Total Payments should have been made to implement the objective federal income taxes which could be obtained from deduction of such state and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivelocal taxes.

Section 280G. (a) In Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the event that contrary, if any of the payments or benefits provided or to be provided by the Company undergoes a or its affiliates to Employee or for Employee’s benefit pursuant to the terms of this Agreement or otherwise (“change in ownership or control” (Covered Payments”) constitute parachute payments within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectivelysuch payments, the “Total Parachute Payments”)) and would, could constitute an “excess parachute payment” within the meaning of but for this Section 280G8.12, then the Executive shall be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), or not be deductible under Section 280G of the Code, then such Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, but only if (i) and the net amount of all other applicable such Covered Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes (with income taxes all computed at on such reduced Covered Payments and after taking into account the highest applicable marginal rate) phase out of itemized deductions and personal exemptions attributable to such reduced Covered Payments), is greater than or equal to (ii) the Limited Amount reduced by the net amount of all such Covered Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes applicable thereto (with income taxes all computed at the highest marginal rate), on such Covered Payments and the amount of the Total Excise Tax to which Executive would be subject in respect of such unreduced Covered Payments otherwise payable without regard and after taking into account the phase out of itemized deductions and personal exemptions attributable to clause (isuch unreduced Covered Payments). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total The Covered Payments shall be reduced to equal in a manner that maximizes Employee’s economic position. In applying this principle, the Limited Amount reduction shall be made in a manner consistent with the following order: (i) first, by reducing cash severance payments that are exempt from requirements of Section 409A, (ii) secondto the extent applicable, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that where two or more economically equivalent amounts are subject to Section 409Areduction but payable at different times, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made amounts payable at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments later time shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does reduced first but not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivebelow zero.

Section 280G. (a) In the event that part or all of the Company undergoes a consideration, compensation or benefits to be paid to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “change in ownership or controlexcess parachute payments” (within the meaning of under Section 280G 280G(b) of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled subject to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by under Section 4999 of the Code (collectively, the “Excise TaxParachute Amount”) and the amount of all other applicable federalexcess parachute payments which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 (the “Reduced Amount”); provided that such amounts shall not be so reduced if, state without such reduction, Executive would be entitled to receive and local retain, on a net after tax basis (including, without limitation, after any excise taxes (with income taxes all computed at payable under Section 4999), an amount of the highest applicable marginal rate) Parachute Amount which is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)amount, the amount on a net after tax basis, that Executive would be entitled to retain upon receipt of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisReduced Amount. (b) All determinations If the determination made pursuant this to Section 14 will 9(a) results in a reduction of the payments that would otherwise be made at paid to Executive except for the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability application of Section 280G and Section 4999 of the Code selected by the Company for 9(a), such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments reduction in payments due under this Agreement shall be taken into account which, first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in the opinion of the Company and its legal advisors, (y) does a manner that would not constitute a “parachute payment” within the meaning of result in subjecting Executive to additional taxation under Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) 409A of the Code) or (z) constitutes reasonable compensation for services actually rendered. Within ten days following such determination, within but not later than thirty days following the meaning of Section 280G(b)(4)(B) date of the Codeevent under Section 280G(b)(2)(A)(i), in excess of the “base amount” (Company shall pay or distribute to Executive or for Executive’s benefit such amounts as defined in Section 280G(b)(3) of the Code) allocable are then due to such reasonable compensation. In the event it is later determined that (A) a greater reduction Executive under this Agreement and shall promptly pay or distribute to Executive or for his benefit in the Total Payments should have been made future such amounts as become due to implement the objective and intent of Executive under this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the ExecutiveAgreement.

Section 280G. As promptly as practicable (aand in any event within fifteen (15) In Business Days) following the event that date of this Agreement, Passage shall deliver to Remix a list of each “disqualified individual” (as defined in Section 280G of the Company undergoes a Code) of Passage and (i) Passage’s reasonable, good faith estimate of the “change in ownership or controlparachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)Code) and all, or that could be paid to such disqualified individual as a result of any portion, of the payments provided under transactions contemplated by this Agreement, either Agreement (alone or together in combination with any other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”event), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable for each such disqualified individual and (iii) the underlying documentation on which such calculations are based. Such information shall be updated and delivered to Remix not later than five (5) Business Days prior to the Closing Date. From and after the date hereof, Passage shall reasonably cooperate with Remix to limit potential adverse Tax consequences under Section 280G of the Code and shall not engage in any action outside the ordinary course of business that is primarily intended to reduce or mitigate a potential parachute payment or excise taxes under Section 280G of the Code without prior consultation with Remix, and with respect to the valuing of any non-competition agreements or commission of any reasonable compensation studies, without the prior approval by Remix (such reasonable compensationapproval not to be unreasonably withheld, conditioned or delayed). In connection with the event it is later determined that (A) foregoing, Remix shall provide Passage with any agreement, arrangement or Contract entered into or negotiated by Remix and a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive disqualified individual prior to the Company Closing Date that could reasonably be considered to be or (B) a lesser reduction in provide for “parachute payments” within the Total Payments should have been made to implement the objective and intent meaning of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate 280G of the Company, as applicable, Code and shall cooperate with the Passage in good faith in order to calculate or determine the Executivevalue (for purposes of Section 280G of the Code) of any such parachute payments.

Section 280G. (a) In Notwithstanding anything else in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions by the Company undergoes a “change in ownership to or control” for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (together, the "Payments") would constitute "parachute payments" within the meaning of Section 280G of the Code Code, then the Payments shall be payable either in (i) full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to the excise tax imposed under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor ("Independent Tax Advisor") selected by the Company. In the event that the Payments are to be reduced pursuant to this Section 5, such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this Section 5 is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the regulations and guidance promulgated thereunder portion of such Payments which is not payable in cash (“Section 280G”other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and all, (iii) then by reducing or eliminating the portion of such Payments (whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any portionsuccessor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from transaction constituting a change in ownership of the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280GG of the Code. Any reductions made pursuant to this Section 5 shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, then such amounts shall be reduced on a pro rata basis but not below zero. If any dispute arises between the Company (or any successor) and the Executive regarding the Executive’s right to payments under this Section 5, the Executive shall be entitled to receive (i) an amount limited (recover his attorneys’ fees and costs incurred in connection with such dispute if the Executive is determined to be the prevailing party. The following additional terms and conditions shall apply to the minimum extent necessary) so that no portion reimbursement of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) any attorneys’ fees and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following ordercosts: (i) first, the attorneys’ fees and costs must be incurred by reducing cash severance payments that are exempt from Section 409A, the Executive within five years following the date of the Executive’s termination or resignation; (ii) second, the attorneys’ fees and costs shall be paid by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 the Company by the end of the Treasury Regulations does not apply, taxable year following the year in which the attorneys’ fees and costs were incurred; (iii) third, the amount of any attorneys’ fees and costs paid by reducing all remaining payments the Company in one taxable year shall not affect the amount of any attorneys’ fees and benefits that are exempt from Section 409A costs to be paid by the Company in any other taxable year; and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive’s right to receive attorneys’ fees and costs may not be liquidated or exchanged for any other benefit.

Section 280G. (a) In the event If any payment or benefit (including payments and benefits pursuant to this Agreement) that you would receive in connection with an Acquisition from the Company undergoes or otherwise (“Transaction Payment”) would (a) constitute a “change in ownership or controlparachute payment” (within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard but for this Section 12, be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Total Payments otherwise payable Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without regard to clause the imposition of the Excise Tax (ia “Reduced Payment”). If it is determined Notwithstanding the foregoing, at your election and in lieu of the foregoing, if you execute a waiver of the portion of such excess parachute payment such that all non-waived payments would not be subject to the Limited Amount will maximize the Employee’s after-tax proceedsExcise Tax, the Total Payments Company shall agree to seek approval of its stockholders in a manner that complies with Section 2800(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1 such that if such stockholder approval is obtained, the waived payments shall be reduced to equal the Limited Amount restored. “Acquisition” shall mean a change in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 ownership or control of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409ACompany or a change in the ownership of a substantial portion of the assets of the Company, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of case as determined under Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the ExecutiveTreasury Regulations thereunder.

Section 280G. Notwithstanding any other provision of this letter agreement: (a) In the event it is determined by the accounting firm that was the Company undergoes Company’s independent auditor (the “Accountant”) immediately before the consummation of any transaction constituting a “change in ownership or control” effective control of a corporation, or change in the ownership of a substantial portion of the assets of a corporation (within as determined in accordance with the meaning of regulations promulgated under Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”Code)) and all, that part or any portion, all of the payments provided consideration, compensation or benefits to be paid to you under this Agreementletter agreement or otherwise constitute “parachute payments” under Section 280G(b)(2) of the Code, either alone then, if the aggregate present value of such parachute payments, singularly or together with other payments the aggregate present value of any consideration, compensation or benefits to be paid to you under any other plan, arrangement or agreement which the Executive receives or is entitled to receive from the Company constitute “parachute payments” (collectively, the “Total Parachute Payments”)) exceeds the maximum amount that would not give rise to any excise taxes payable by you under Section 4999 of the Code, could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive amounts constituting Parachute Payments which would otherwise be payable to you or for your benefit shall be entitled to receive (i) an amount limited (reduced to the minimum extent necessary) so maximum amount that no portion of the Total Payments shall be non-deductible for US federal income would not give rise to any excise taxes payable by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by you under Section 4999 of the Code (the “Excise TaxReduced Amount”) ); provided that such amounts shall not be so reduced if the Accountant determines that without such reduction you would be entitled to receive and retain, on a net after-tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) which is greater than the Limited Amount reduced by amount that you would be entitled to retain upon receipt of the amount of all taxes applicable thereto (Reduced Amount. In connection with income taxes all computed at the highest marginal rate)making determinations under this Section 6, the amount Accountant shall take into account any positions to mitigate any excise taxes payable under Section 4999 of the Total Payments otherwise payable without regard Code, such as the value of any reasonable compensation for services to clause (i)be rendered by you before or after the transaction. If it is determined that You and the Limited Amount will maximize Company shall provide the Employee’s after-tax proceeds, Accountant with such information and documents as the Total Payments Accountant may reasonably request in order to make a determination under this Section 6. The Company shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments responsible for all fees and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 expenses of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisAccountant. (b) All determinations If the determination made pursuant to Section 6(a) results in a reduction of the Parachute Payments that would otherwise be paid to you but for the application of this Section 14 6, the Company or the Accountant shall promptly give you written notice of such determination, which shall provide detailed supporting calculations. Such reduction in payments shall be made in accordance with Section 409A of the Code and the following: (i) the Parachute Payments which do not constitute deferred compensation subject to Section 409A shall be reduced first, and (ii) Parachute Payments that are cash payments shall be reduced before non-cash payments, and (iii) Parachute Payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date, unless, to the extent permitted by Section 409A of the Code, you elect to have the reduction in payments applied in a different order. (c) If the initial application of this Section 6 determined that a Reduced Amount would be paid, and notwithstanding that determination, the IRS determines that any Parachute Payment that was paid constitutes an “excess parachute payment” (as defined by Section 280G(b) of the Code), this Section 6 will be made at reapplied based on the CompanyIRS’s determination, and you will be required to promptly repay the portion of the Parachute Payments required to avoid imposition of the excise tax payable by you under Section 4999 of the Code. In the event that you are paid a Reduced Amount and the Accountant, based on controlling precedent or its Affiliates’ expense substantial authority, determines that additional amounts that were not paid or distributed by an accounting firm the Company to or consulting group with experience in performing calculations regarding for your benefit pursuant to this letter agreement could have been so paid or distributed without causing imposition of the applicability of Section 280G and excise tax under Section 4999 of the Code selected to you (an “Underpayment”) has occurred, any such Underpayment shall be promptly paid by the Company to or for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executiveyour benefit.

Section 280G. (a) In Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, the "Total Payments") would not be deductible (in whole or in part) by the Company undergoes or any of its subsidiaries or Affiliates making such payment or providing such benefits as a “change in ownership or control” (within the meaning result of Section 280G of the Code and Code, then, to the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, extent necessary to make such portion of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectivelyTotal Payments deductible, the “portion of the Total Payments”), could Payments that do not constitute an “excess parachute payment” deferred compensation within the meaning of Section 280G409A shall first be reduced (if necessary, then the Executive to zero) in accordance with Section 409A, and all other Total Payments shall thereafter be entitled reduced (if necessary, to receive zero) in accordance with Section 409A with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first, but only if (i) an the net amount limited of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income 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 (ii) the minimum extent necessarynet amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Eligible Employee 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 such unreduced Total Payments). (b) so that For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section 280G(b) of the Code shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or taken into account; (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to Executive and selected by the Company and its legal advisorsaccounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (y) the "Auditor"), does not constitute a “"parachute payment” " within the meaning of Section 280G(b)(2) of the Code (Code, including by reason of Section 280G(b)(4)(A) of the Code; (iii) the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (zii) constitutes of this paragraph) in their entirety constitute reasonable compensation for services actually rendered, rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, in excess the opinion of Tax Counsel; and (iv) the “base amount” value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (as defined in Section 280G(b)(34) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in your Employment Agreement, in the event that the Company undergoes a any payments, distributions, benefits or entitlements of any type payable to you (“change in ownership or controlCIC Benefits”) (i) constitute “parachute payments” (within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard but for this paragraph would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your CIC Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”), that without such reduction you would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) that is greater than the Limited Amount reduced amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and you otherwise agree in writing, any determination required under this Section 17 shall be made in writing in good faith by the amount Accounting Firm. In the event of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)a reduction of benefits hereunder, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments benefits shall be reduced to equal by first reducing or eliminating the Limited Amount in portion of the following order: (i) first, CIC Benefits that are payable under this Award Agreement and then by reducing cash severance payments or eliminating the portion of the CIC Benefits that are exempt from Section 409A, (ii) second, payable in cash and then by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 or eliminating the non-cash portion of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409ACIC Benefits, in each case, in reverse order beginning with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will payments or benefits which are to be made at paid the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience furthest in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”)future. For purposes of such determinationsmaking the calculations required by this Section 17, no portion of the Total Payments shall be taken into account whichAccounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, in good faith interpretations concerning the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) application of the Code) or (z) constitutes , and other applicable legal authority. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 17, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this Section 17. In connection with making determinations under this Section 17, the Accounting Firm shall take into account the value of any reasonable compensation for services actually renderedto be rendered by you before or after the Change of Control, within including any non-competition provisions that may apply to you and the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction Company shall cooperate in the Total Payments should have been made to implement the objective and intent valuation of this Section 14any such services, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or including any Affiliate of the Company, as applicable, to the Executivenon-competition provisions.

Section 280G. (a) In Notwithstanding anything contained in this Agreement to the event contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any affiliate of the Company, any Person who acquires ownership or effective control of the Company undergoes or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code, or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “change in ownership or controlPayments”) constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”Code), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or and if (ii) such aggregate would, if the amount of the Total Payments (without regard to clause (i)) reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”) and ), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G of all other applicable federal, state and local taxes the Code) to only three times the Executive’s “base amount” (with income taxes all computed at within the highest applicable marginal rate) is greater than meaning of Section 280G of the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rateCode), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the amount extent necessary so that no Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Total Payments otherwise which are not payable without regard in cash (other than that portion of the Payments subject to clause (iC) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation Section 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time. (b) It is possible that after the determinations and selections made pursuant to this Section 8.2 the Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 8.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is determined established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Limited Amount will maximize Executive shall promptly pay an amount equal to the Employee’s after-tax proceedsExcess Payment to the Company, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, together with all interest on such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made amount at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience applicable federal rate (as defined in performing calculations regarding the applicability of and under Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A1274(d) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within from the meaning of Section 280G(b)(4)(B) date of the Code, in excess Executive’s receipt of such Excess Payment until the “base amount” (as defined in Section 280G(b)(3) date of the Code) allocable to such reasonable compensationpayment. In the event that it is later determined (i) by a court or (ii) by the auditor upon request by a Party, that (A) a greater reduction in an Underpayment has occurred, the Total Payments should Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been made paid to implement the objective and intent Executive had the provisions of this Section 14, 8.2 not been applied until the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent date of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivesuch payment.

Section 280G. Notwithstanding anything in this Agreement to the contrary, if Executive is a "disqualified individual" (aas defined in Section 280G(c) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code Code), and the regulations payments and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments benefits provided under for in this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing any other payments and benefits that are exempt which Executive has the right to receive from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not applyCompany or any other person, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “"parachute payment” within the meaning of " (as defined in Section 280G(b)(2) of the Code Code), then the payments and benefits provided for in this Agreement shall be either (including a) reduced (but not below zero) so that the present value of such total amounts and benefits received by reason of Section 280G(b)(4)(AExecutive from Company and/or such person(s) of the Codewill be $1.00 less than three (3) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “times Executive's "base amount” " (as defined in Section 280G(b)(3) of the Code) allocable and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better "net after-tax position" to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such reasonable compensationpayment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. In the event it is later determined that (A) a greater The determination as to whether any such reduction in the Total Payments should have been amount of the payments and benefits provided hereunder is necessary shall be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting firm or law firm of national reputation that is selected for this purpose by Company (the "280G Firm") (with all such costs borne by Company). In order to implement assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 280G of the objective and intent of this Section 14Code, the 280G Firm or Company may retain the services of an independent valuation expert. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds $1.00 less than three (3) times Executive's base amount, then Executive shall immediately repay such excess amount to Company upon notification that an overpayment has been made. Nothing in this paragraph shall require Company to be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Companyresponsible for, or have any Affiliate liability or obligation with respect to, Executive's excise tax liabilities under Section 4999 of the Company, as applicable, to the ExecutiveCode.

Section 280G. (a) In the event that the Company undergoes a any payments, distributions, benefits or entitlements of any type payable to Employee (“change in ownership or controlCIC Benefits”) (i) constitute “parachute payments” (within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard but for this paragraph would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s CIC Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized accounting firm selected by the Company (the “Accountants”), that without such reduction Employee would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) that is greater than the Limited Amount reduced amount, on a net after tax basis, that Employee would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and Employee otherwise agree in writing, any determination required under this Section 5(g) shall be made in writing in good faith by the amount Accountants. In the event of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)a reduction of benefits hereunder, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments benefits shall be reduced to equal by first reducing or eliminating the Limited Amount portion of the CIC Benefits that are payable in the following order: (i) first, cash and then by reducing or eliminating the non-cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 portion of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409ACIC Benefits, in each case, in reverse order beginning with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will payments or benefits which are to be made at paid the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience furthest in performing calculations regarding the applicability of Section 280G and Section 4999 future; provided, however, that for purposes of the Code selected by foregoing sequence, any amounts that are payable with respect to equity-based or equity-related awards (whether payable in cash or in kind) shall be deemed to be a non-cash portion of the Company for such purpose (the “Independent Advisors”)CIC Benefits. For purposes of such determinationsmaking the calculations required by this Section 5(g), no portion of the Total Payments shall be taken into account whichAccountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, in good faith interpretations concerning the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) application of the Code, and other applicable legal authority. The Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably require in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable order to such reasonable compensation. In the event it is later determined that (A) make a greater reduction in the Total Payments should have been made to implement the objective and intent of determination under this Section 145(g), the excess amount shall be returned immediately by the Executive to and the Company or (B) a lesser reduction shall bear the cost of all fees the Accountants charge in the Total Payments should have been made to implement the objective and intent of connection with any calculations contemplated by this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive5(g).

Section 280G. Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in your Employment Agreement, in the event that any payments, distributions, benefits or entitlements of any type payable to you (“CIC Benefits”) (a) In the event that the Company undergoes a constitute “change in ownership or controlparachute payments” (within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)b) and all, or any portion, of the payments provided under but for this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled paragraph would be subject to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your CIC Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”), that without such reduction you would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) that is greater than the Limited Amount reduced amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and you otherwise agree in writing, any determination required under this Section 12 shall be made in writing in good faith by the amount Accounting Firm. In the event of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)a reduction of benefits hereunder, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments benefits shall be reduced to equal by first reducing or eliminating the Limited Amount in portion of the following order: (i) first, CIC Benefits that are payable under this Award Agreement and then by reducing cash severance payments or eliminating the portion of the CIC Benefits that are exempt from Section 409A, (ii) second, payable in cash and then by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 or eliminating the non-cash portion of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409ACIC Benefits, in each case, in reverse order beginning with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will payments or benefits which are to be made at paid the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience furthest in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”)future. For purposes of such determinationsmaking the calculations required by this Section 12, no portion of the Total Payments shall be taken into account whichAccounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, in good faith interpretations concerning the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) application of the Code) or (z) constitutes , and other applicable legal authority. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 12, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this Section 12. In connection with making determinations under this Section 12, the Accounting Firm shall take into account the value of any reasonable compensation for services actually renderedto be rendered by you before or after the Change of Control, within including any non-competition provisions that may apply to you and the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction Company shall cooperate in the Total Payments should have been made to implement the objective and intent valuation of this Section 14any such services, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or including any Affiliate of the Company, as applicable, to the Executivenon-competition provisions.

Section 280G. (a) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the The Executive shall bear all expense of, and be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”)solely responsible for, or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”) and the amount of all other applicable federal); provided, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced however, that any payment or benefit received or to be received by the amount Executive, whether payable under the terms of all taxes applicable thereto this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (with income taxes all computed at the highest marginal rate)collectively, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined “Payments”) that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of Section 280G(b)(2) 280G of the Code (including Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of Section 280G(b)(4)(Asuch reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) of The “net after-tax benefit” shall mean (i) the Code) Payments which the Executive receives or (z) constitutes reasonable compensation for services actually rendered, is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G(b)(4)(B) 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in excess which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 9 will be made by an accounting firm or law firm (the “base amount” 280G Firm”) that is mutually agreed to by the Executive and the Company prior to a change in ownership or control of a corporation (as defined in within the meaning of Treasury regulations under Section 280G(b)(3) 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 9 and detailed supporting calculations to both the Executive and the Company as soon as reasonably practicable. (d) allocable If the 280G Firm determines that one or more reductions are required under this Section 9, such Payments shall be reduced in the order that would provide the Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by the Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reasonable compensationreduced amount to the Executive. In The Executive shall at any time have the event unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 9, it is later determined possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed (A) collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a greater reduction in deficiency by the Total Payments should Internal Revenue Service against the Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made to implement the objective and intent of this Section 14, the excess no amount shall will be returned immediately payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Executive without interest. (Bf) a lesser reduction The Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the Total Payments should have been made to implement 280G Firm, and otherwise cooperate with the objective 280G Firm in connection with the preparation and intent issuance of the determinations and calculations contemplated by this Section 149. For purposes of making the calculations required by this Section 9, the additional amount shall be paid immediately by 280G Firm may rely on reasonable, good faith interpretations concerning the Company, or any Affiliate application of Sections 280G and 4999 of the Company, as applicable, to the ExecutiveCode.

Section 280G. (a) In Notwithstanding any other provisions of this Agreement, in the event that any payment or benefit received or to be received by the Executive in connection with a Change in Control or Executive’s Employment Termination (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company undergoes a “change in ownership or control” such Person) (within the meaning of Section 280G of the Code all such payments and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the being hereinafter called “Total Payments”), could constitute ) would be an “excess parachute payment” within the meaning of pursuant to Code Section 280GG or any successor or substitute provision of the Code, then with the effect that Executive would be liable for the payment of the excise tax described in Code Section 4999 or any successor or substitute provision of the Code, or any interest or penalties are incurred by Executive with respect to such Total Payments (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, the cash payments provided in Section 7 of this Agreement shall first be entitled to receive (i) an amount limited (reduced, and the non-cash payments and benefits shall thereafter be reduced, to the minimum extent necessary) necessary so that no portion of the Total Payments shall is subject to the Excise Tax. Notwithstanding the foregoing, no payments or benefits under this Agreement will be non-deductible for US federal income taxes by reason of Section 280G reduced unless: (i) the “Limited Amount”), or (ii) if the net amount of the Total Payments Payments, as so reduced (without regard to clause (i)) reduced by and after subtracting the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the net amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rateon such reduced Total Payments) is greater than (ii) the Limited Amount reduced by excess of (A) the net amount of such Total Payments, without reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments), over (B) the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments. (a) Subject to the provisions of paragraph (b) below, all taxes applicable thereto determinations required to be made under this Section, and the assumptions to be utilized in arriving at such determinations, shall be made by the public accounting firm that serves as the Company’s auditors (with income taxes all computed at the highest marginal rate“Accounting Firm”), which shall provide detailed supporting calculations both to the amount Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there have been Total Payments otherwise payable without regard Payments, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall designate another nationally recognized accounting firm to clause make the determinations required hereunder (iwhich accounting firm shall then be referred to as the Accounting Firm hereunder). If it is determined that All fees and expenses of the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments Accounting Firm shall be reduced borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to equal report the Limited Amount Excise Tax on Executive’s applicable federal income tax return would not result in the following order: imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and Executive, except as provided in paragraph (ib) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisbelow. (b) All determinations made pursuant this Section 14 will be made at As a result of the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience uncertainty in performing calculations regarding the applicability application of Code Section 280G and Section 4999 at the time of the Code selected initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that an Excise Tax, or a greater Excise Tax, is due, and thus the Company for should have made a lesser amount of Total Payment than that determined pursuant to paragraph (a) above. Executive shall notify the Company in writing of any claim by the IRS or other agency that, if successful, would require Executive to pay an Excise Tax or an additional Excise Tax. If the IRS or other agency makes a claim that, if successful, could require Executive to pay an Excise Tax or an additional Excise Tax, the Company shall reduce or further reduce Executive’s payments and benefits in accordance with this Section 11 to the amount necessary to eliminate such purpose (the “Independent Advisors”)Excise Tax or additional Excise Tax. For purposes of such determinations, no portion The Company shall pay all fees and expenses of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable Executive relating to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately claim by the Executive to the Company IRS or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executiveother agency.

Section 280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that the Company undergoes amount of any compensation, payment or distribution provided to the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a “change in ownership or control” (within the meaning of manner consistent with Section 280G of the Code and the applicable regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Aggregate Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or nondeductible by the payor due to Section 280G of the Code (as applicable, the “Excise TaxAdverse 280G Consequences”), then the Aggregate Payments shall be reduced (but not below zero ($0)) to an amount that is $1.00 less than the amount at which the Adverse 280G Consequences apply; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In the event a reduction is warranted, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (a) cash payments not subject to Section 409A; (b) cash payments subject to Section 409A; (c) equity-based payments and acceleration; and (d) non-cash forms of benefits; provided, that, in the case of all the foregoing Aggregate Payments, all amounts or payments that are not subject to calculation under Treasury Regulation Section 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation Section 1.280G-1, Q&A-24(b) or (c). For purposes of this Agreement, the “After Tax Amount” means the amount of the Aggregate Payments less all other applicable federal, state and local income, excise and employment taxes (with imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the amount highest marginal rates of individual taxation in each applicable state and locality, net of the Total Payments otherwise payable without regard maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to clause (i). If it is determined that whether a reduction in the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will to the Agreement shall be made at the Company’s or its Affiliates’ expense by an a nationally recognized accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent AdvisorsAccounting Firm”). For purposes of such determinations, no portion of the Total Payments which shall be taken into account which, in the opinion of provide detailed supporting calculations both to the Company and its legal advisors, the Executive within fifteen (y15) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) business days of the Code (including termination date, if applicable, or at such earlier time as is reasonably requested by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement Executive. Any determination by the objective and intent of this Section 14, the additional amount Accounting Firm shall be paid immediately by binding upon the Company, or any Affiliate of the Company, as applicable, to Company and the Executive.

Section 280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that any compensation, payment or distribution by Holdings or the Company undergoes a “change in ownership to or control” (within for the meaning of Section 280G benefit of the Code and Employee, whether paid or payable or distributed or distributable pursuant to the regulations and guidance promulgated thereunder terms of this Agreement or otherwise (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Parachute Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code Code, then (the “Excise Tax”a) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total such Parachute Payments shall be reduced (but not below zero) to equal the Limited extent necessary so that the maximum Parachute Payments shall not exceed the Threshold Amount (the “Reduction Amount”), and (b) the Company shall use commercially reasonable efforts to satisfy the shareholder approval requirements set forth in Q/A 7 of Treasury Regulations Section 1.280G-1 with respect to such Reduction Amount, and if such requirements are satisfied then such Reduction Amount shall become payable hereunder as if subsection (a) above had not applied thereto. For purposes of this Section, “Threshold Amount” shall mean three times the Employee’s “base amount” within the meaning of Section 280G(b)(3) of the Code and the regulations thereunder, less one dollar. In the event of any such reduction, the Parachute Payments shall be reduced in the following order: (i1) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) 409A of the Code; (2) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of cash payments subject to Section 280G(b)(4)(B) 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in excess of installments, etc.), then the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount payments shall be returned immediately by the Executive to the Company or (B) a lesser reduction reduced in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivereverse chronological order.

Section 280G. If the Employee is a “disqualified individual,” as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (a) In the event that “Code”), then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Employee with the Company undergoes (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Employee (including groups or classes of employees or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280GBenefit Arrangement”)) and all, any right to exercise, vesting, payment or any portion, of benefit to the payments provided Employee under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments any Other Agreement and/or any Benefit Arrangement shall be reduced or eliminated to equal the Limited Amount in the following order: (i) firstextent that such right to exercise, by reducing cash severance payments that are exempt from Section 409Avesting, (ii) secondpayment, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not applyor benefit, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken taking into account whichall other rights, in payments, or benefits to or for the opinion of Employee under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or benefit to the Company and its legal advisors, (y) does not constitute Employee under this Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (including a “Parachute Payment”) if, as a result of receiving such Parachute Payment, the aggregate after-tax amounts received by reason of the Employee from the Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax amount that could be received by the Employee without causing any such payment or benefit to be considered a Parachute Payment. (i) Such reduction or elimination will be calculated so that the amount received by Employee that is subject to Section 280G(b)(4)(A) 280G of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the Code will be reduced to an amount that is three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code), less one dollar. (ii) allocable The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to such reasonable compensation. In the event it is later determined that (A) a greater reduction be made furthest in the Total Payments should have been made future being reduced first), then by reducing or eliminating any accelerated vesting of performance awards, then by reducing or eliminating any accelerated vesting of options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or stock units, then by reducing or eliminating any other remaining Parachute Payments. (iii) Notwithstanding the foregoing, if any amount payable to implement the objective and intent of this Section 14Employee could be deemed a Parachute Payment, the excess amount shall be returned immediately by Company will use its best efforts to obtain shareholder approval of the Executive payments to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of Employee under this Section 14Agreement, the additional amount shall be paid immediately by the Company, any Other Agreement or any Affiliate Benefit Arrangement that is described in Section 280G(5)(B) of the CompanyCode in a manner intended to satisfy all applicable requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, as applicable, to including Q&A-7 of Section 1.280G-1 of the ExecutiveTreasury Regulations.

Section 280G. Prior to the Closing, Seller shall have obtained valid Parachute Payment Waivers and solicited the required stockholder votes (a) In the event including at such time or times as requested by ▇▇▇▇▇ (provided ▇▇▇▇▇ believes in good faith that the Company undergoes a Closing will occur within fifteen days of such request) and in such final forms of Parachute Payment Waiver, disclosure and approval in respect of such stockholder vote provided at least three (3) Business Days in advance of execution of such Parachute Payment Waivers and each as reasonably acceptable to Buyer) in respect of the 280G Proposal, in each case, in accordance with Section 280G of the Code and applicable rulings and regulations thereunder and Section ‎‎‎4.13. As of the Closing, there shall be no payments or benefits payable to any “change disqualified individual” of Seller (determined in ownership or control” (within the meaning of accordance with Section 280G of the Code and the regulations and guidance authorities promulgated thereunder (thereunder) that Seller, subject to Buyer’s reasonable approval, determines may constitute, individually or in the aggregate, “Section 280G”)) and all, or any portion, of the payments provided parachute payments” under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason because such payments or benefits either (a) are exempt from the definition of Section 280G(b)(4)(A) “parachute payment” pursuant to valid stockholder solicitation and approval of the Code) 280G Proposal carried out in accordance in all applicable respects with Section ‎‎4.13 and Section 280G of the Code and applicable rulings and regulations thereunder or (zb) constitutes reasonable compensation for services actually rendered, within are no longer payable pursuant to (i) valid and irrevocable Parachute Payment Waivers of such payments by such disqualified individuals (which waivers remain in effect as of immediately prior to the meaning of Closing) made in accordance in all applicable respects with Section 280G(b)(4)(B) ‎‎4.13 and Section 280G of the Code, in excess Code and applicable rulings and regulations thereunder and (ii) a failure to obtain a valid stockholder approval of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive280G Proposal).

Section 280G. Notwithstanding any other provision of this letter agreement: (a) In the event it is determined by an independent nationally recognized public accounting firm that is reasonably acceptable to you, which is engaged and paid for by the Company undergoes prior to the consummation of any transaction constituting a “280G Change of Control (which for purposes of this Section 6 shall mean a change in ownership or control” (within control as determined in accordance with the meaning of regulations promulgated under Section 280G of the Internal Revenue Code and of 1986, as amended (the regulations and guidance promulgated thereunder (“Section 280GCode”)) , which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate the 280G Change of Control (the “Accountant”), which determination shall be certified by the Accountant and all, or any portion, set forth in a certificate delivered to you not less than ten Business Days prior to the 280G Change of Control setting forth in reasonable detail the basis of the payments provided Accountant’s calculations (including any assumptions that the Accountant made in performing the calculations), that part or all of the consideration, compensation or benefits to be paid to you under this Agreementletter agreement constitute “parachute payments” under Section 280G(b)(2) of the Code, either alone then, if the aggregate present value of such parachute payments, singularly or together with other payments the aggregate present value of any consideration, compensation or benefits to be paid to you under any other plan, arrangement or agreement which the Executive receives or is entitled to receive from the Company constitute “parachute payments” (collectively, the “Total PaymentsParachute Amount”) exceeds the maximum amount that would not give rise to any liability under Section 4999 of the Code, the amounts constituting “parachute payments” which would otherwise be payable to you or for your benefit shall be reduced to the maximum amount that would not give rise to any liability under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if the Accountant determines that without such reduction you would be entitled to receive and retain, could constitute on a net after- tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an “excess parachute payment” within amount which is greater than the meaning amount, on a net after-tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. In connection with making determinations under this Section 6, the Accountant shall take into account any positions to mitigate any excise taxes payable under Section 4999 of the Code, such as the value of any reasonable compensation for services to be rendered by you before or after the 280GG Change of Control. (b) If the determination made pursuant to Section 6(a) results in a reduction of the payments that would otherwise be paid to you except for the application of this Section 6, then the Executive Company shall promptly give you notice of such determination. Such reduction in payments shall be first applied to reduce any cash payments that you would otherwise be entitled to receive (iwhether pursuant to this letter agreement or otherwise) an amount limited (and shall thereafter be applied to reduce other payments and benefits, in each case, in reverse order beginning with the payments or benefits that are to be paid the furthest in time from the date of such determination, unless, to the minimum extent necessarypermitted by Section 409A (as defined in Section 13(h)), you elect to have the reduction in payments applied in a different order; provided that, in no event may such payments be reduced in a manner that would result in subjecting you to additional taxation under Section 409A. Within ten Business Days following such determination, the Company shall pay or distribute to you or for your benefit such amounts as are then due to you under this letter agreement and shall promptly pay or distribute to you or for your benefit in the future such amounts as become due to you under this letter agreement. (c) so that no portion As a result of the Total Payments shall be non-deductible for US federal income taxes by reason uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of a determination hereunder, it is possible that amounts will have been paid or distributed by the Company to or for your benefit pursuant to this letter agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for your benefit pursuant to this letter agreement could have been so paid or distributed (each, an “Limited AmountUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accountant, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or (iiyou which the Accountant believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for your benefit shall promptly be repaid by you to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which you are subject to tax under Sections 1 and 4999 of the Total Payments Code or generate a refund of such taxes. In the event that the Accountant, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for your benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. (without d) In the event of any dispute with the Internal Revenue Service (or other taxing authority) with respect to the application of this Section 6, you shall control the issues involved in such dispute and make all final determinations with regard to clause (i)) reduced such issues. The Company will bear all fees and expenses of any audit, suit or proceeding by the IRS or any other taxing authority against the Company or against you, or of any claim for refund, appellate procedure, or suit brought by the Company or you against the IRS or any other taxing authority, in each case relating to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisCode. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) Notwithstanding anything to the contrary herein, Section 11(b) shall apply in the event that the Company satisfies the requirement of Section 280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company undergoes does not satisfy such requirement, Section 11(c), not Section 11(b), shall apply. (b) Prior to any change described in Section 280G(b)(2)(A)(i) of the Code (a “change "Section 280G Transaction") and in ownership accordance with the requirements of Section 280G(b)(5)(B) of the Code, the Company shall seek, but shall not be required to obtain, approval by its shareholders of any payments, options, awards or control” benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the "Payments"), that may separately or in the aggregate constitute "parachute payments" within the meaning of Section 280G (collectively, the "Potential Parachute Payments"). In the event that the shareholders of the Company do not approve the Employee's Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of his Potential Parachute Payments that would otherwise cause any portion of any of his Potential Parachute Payments to be treated as an "excess parachute payment" (within the meaning of Section 280G G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, but for this Section 11(c), any of the Payments will be subject to any excise tax pursuant to Section 4999 of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portionsimilar or successor provision (the "Excise Tax"), the Company shall pay to the Employee either (i) the full amount of the payments provided under this AgreementPayments or (ii) an amount equal to the Payments, either alone or together with other payments or benefits which reduced by the Executive receives or is entitled minimum amount necessary to receive prevent any portion of the Payments from the Company (collectively, the “Total Payments”), could constitute being an “"excess parachute payment” " (within the meaning of Section 280G) (the "Capped Payments"), then whichever of the Executive shall foregoing amounts results in the receipt by the Employee, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be entitled subject to the Excise Tax. For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments there shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “taken into account any Excise Tax”) Tax and the amount of all other applicable federal, state and local taxes required to be paid by the Employee in respect of the receipt of such payments and (with ii) such payments shall be deemed to be subject to federal income taxes all computed at the highest rate of federal income taxation applicable marginal rate) to individuals that is greater than in effect for the Limited Amount reduced by calendar year in which the amount of all taxes applicable thereto (with benefits are to be paid, and state and local income taxes all computed at the highest marginal rate), rate of taxation applicable to individuals in the amount state and locality of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-residence on the effective date of the Section 280G Transaction, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Section 68 of the Code and any other limitations applicable to the deduction of state and local income taxes under the Code). (d) All calculations and determinations under this Section 11, including application and interpretation of the Code and related regulatory, administrative and judicial authorities, shall be made by an independent accounting firm or independent tax proceedscounsel appointed by the Company (the "Tax Advisor"). All determinations made by the Tax Advisor under this Section 11 shall be conclusive and binding on both the Company and the Employee, and the Company shall cause the Tax Advisor to provide its determinations and any supporting calculations with respect to the Employee to the Company and the Employee. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. For purposes of making the calculations and determinations under this Section 11, after taking into account the information provided by the Company and the Employee, the Total Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 11. In the event that Section 11(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced to equal by the Limited Amount Company in its reasonable discretion in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) reduction of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits any Payments that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 409A of the Code selected by the Company for on a pro-rata basis or such purpose (the “Independent Advisors”). For purposes of such determinationsother manner that complies with Code Section 409A, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or and (ii) reduction of any Affiliate of the Company, as applicable, to the Executive.Payments that are exempt from Code Section 409A.

Section 280G. (a) In Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the event that contrary, if any of the payments or benefits provided or to be provided by the Company undergoes a or any of its Affiliates to Participant or for Participant’s benefit pursuant to the terms of this Agreement or otherwise (“change in ownership or controlCovered Payments”) constitute “excess parachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder would, but for this Section 7(c), be (“x) nondeductible under Section 280G”)G of the Code and/or (y) and all, subject to the excise tax imposed under Section 4999 of the Code (or any portion, of the payments provided under this Agreement, either alone successor provisions applicable to such Sections) or together any similar tax imposed by state or local law or any interest or penalties with other payments or benefits which the Executive receives or is entitled respect to receive from the Company such taxes (collectively, the “Total PaymentsExcise Tax”), then the Covered Payments will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, is subject to the Excise Tax; provided, however, that the foregoing reduction will be made only if and to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). Any reductions hereunder shall be made in accordance with Section 409A and the following: (A) the payments and benefits that do not constitute nonqualified deferred compensation subject to Section 409A shall be reduced first; and (B) all other payments and benefits shall then be reduced as follows: (I) cash payments shall be reduced before non-cash payments; and (II) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. Any determination required under this Section 6(c), including, but not limited to, whether any payments or benefits are or could constitute an be “excess parachute paymentpayments” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately determined by the Executive to the Company Committee (or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executiveits designee).

Section 280G. Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if (a1) In the event that the Company undergoes Employee is a “change in ownership or controlDisqualified Individual” (within the meaning of as defined in Section 280G of the Internal Revenue Code of 1986, as amended, and the any applicable regulations and guidance promulgated thereunder (“Section 280G”)) and all, or (2) any portion, of the payments or benefits provided under or to be provided by the Company or its affiliates to Employee or for the Employee’s benefit pursuant to the terms of this AgreementAgreement or otherwise, either alone individually or together with any other payments or benefits which Employee has the Executive receives or is entitled right to receive from the Company (collectivelyCompany, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not would constitute a “parachute payment” within the meaning of Section 280G(b)(2280G (the “Parachute Payment(s)”) and would, but for this Section 24, be subject to the excise tax imposed under Section 4999 of the Code (including or any successor provision thereto) or any similar tax imposed by reason state or local law or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the total amounts received by Employee from the Company which constitute Parachute Payments shall be reduced in a manner determined by the Company that is consistent with the requirements of Section 280G(b)(4)(A409A to an amount equal, in the aggregate, to one dollar ($1.00) of less than three (3) times the Code) or (z) constitutes reasonable compensation for services actually rendered, Employee’s base amount within the meaning of Section 280G(b)(4)(B) 280G, so that no portion of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Parachute Payments should have been made to implement the objective and intent of this Section 14, the excess amount received by Employee shall be returned immediately by the Executive subject to the Company or Excise Tax, if and only if such reduction produces a better net after-tax position (Btaking into account any applicable Excise Tax and any applicable income tax) a lesser reduction than if the total payments owed to Employee were paid in the Total Payments should have been made to implement the objective full and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, subject to the Executivetax.

Section 280G. (ai) In the event that the Company undergoes amount of any compensation, payment or distribution by Mural to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a “change in ownership or control” (within the meaning of manner consistent with Section 280G of the Code and the applicable regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Aggregate Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (Code, then the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to equal the Limited Amount excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher after tax amount than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all such reductions done on a pro rata basisthe foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A- 24(b) or (c). (bii) All determinations The determination as to whether a reduction in the Aggregate Payments shall be made pursuant this to Section 14 will 5(b)(i) shall be made at the Company’s or its Affiliates’ expense by an a nationally recognized accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose ▇▇▇▇▇ (the “Independent AdvisorsAccounting Firm”). For purposes of such determinations, no portion which shall provide preliminary detailed supporting calculations to Mural and the Executive at least 15 business days of the Total Payments shall be taken into account which, in the opinion Date of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the CompanyTermination, as applicable, to or at such earlier time as is reasonably requested by ▇▇▇▇▇ or the Executive. Any determination by the Accounting Firm shall be binding upon Mural and the Executive.

Section 280G. (a) In the event that Holdco or the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code) after Holdco, the Company or any affiliate of Holdco or the Company (including PGA) that would be treated, together with Holdco or the Company, as a single corporation under Section 280G of the Code and the regulations and guidance promulgated thereunder has stock that is readily tradeable on an established securities market or otherwise (“within the meaning of Section 280G”)G of the Code and the regulations thereunder) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive Employee receives or is entitled to receive from Holdco, the Company, PGA or any affiliate of Holdco, the Company or PGA (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280GG of the Code, then the Executive Employee shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A409A of the Code, (ii) second, by reducing other payments and benefits that are exempt from Section 409A of the Code and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A of the Code and (iv) finally, by reducing payments and benefits that are subject to Section 409A409A of the Code, in each case, with all such reductions done on a pro rata basis. (b) . All determinations made pursuant this Section 14 25 will be made at the Company’s or its Affiliatesaffiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section Sections 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 1425, the excess amount shall be returned immediately by the Executive Employee to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 1425, the additional amount shall be paid immediately by Holdco, the Company, PGA or any Affiliate affiliate of Holdco, the CompanyCompany or PGA, as applicable, to the ExecutiveEmployee.

Section 280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which to the Executive receives or is entitled to receive from for the Company Executive’s benefit (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (whether paid or payable or distributed or distributable pursuant to the minimum extent necessaryterms of this Agreement or otherwise) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited AmountPayments”), or (ii) if the amount of the Total Payments (without regard would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 (or any successor provisions) of the Code Code, or any interest or penalty is incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) if and to the amount of all other applicable extent that such reduction would result in the Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local taxes (with income taxes all computed at and the highest applicable marginal rate) is greater than imposition of the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rateExcise Tax), than if the amount Executive received all of the Total Payments otherwise payable without regard to clause (i)Payments. If it is determined that The Company shall reduce or eliminate the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) firstPayments, by first reducing or eliminating the portion of the Payments which are not payable in cash severance payments that are exempt from Section 409A, (ii) second, and then by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409Aor eliminating cash payments, in each case, case in reverse order beginning with all such reductions done on a pro rata basispayments or benefits which are to be paid the farthest in time from the determination. (b) All determinations made pursuant this Section 14 will required to be made at the Company’s or its Affiliates’ expense under this Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose from among the four (4) largest accounting firms in the United States or any nationally recognized financial planning and benefits consulting company (the “Independent AdvisorsAccounting Firm”). For purposes of such determinations, no portion of the Total Payments ) which shall be taken into account which, in the opinion of provide detailed supporting calculations both to the Company and its legal advisorsto the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the “change in control of the Company” (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) Sections 280G and 4999 of the Code) or to which the Payments relate, Employer shall appoint another nationally recognized accounting firm to make the determinations required hereunder (z) constitutes reasonable compensation for services actually rendered, within which accounting firm shall then be referred to as the meaning of Section 280G(b)(4)(B) Accounting Firm hereunder). All fees and expenses of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount Accounting Firm shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or any Affiliate of similar penalty. Any determination by the Company, as applicable, to Accounting Firm shall be binding upon the Company and the Executive.

Section 280G. (a) In To the event extent that any payment or distribution to or for the benefit of the Executive pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its affiliated companies, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company undergoes or such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the Company shall reduce the payments to the amount that is (after taking into account federal, state, local and social security taxes at the maximum marginal rates, including any excise taxes imposed by Section 4999 of the Code) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Cap”) if, and only if, such reduction would result in Executive receiving a “change higher net after-tax amount. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the Safe Harbor Cap, the Payments to be reduced hereunder will be determined in ownership a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when the Payment would have been made to Executive until the reduction specified herein is achieved. Executive’s right to specify the order of reduction of the Payments shall apply only to the extent that it does not directly or control” indirectly alter the time or method of payment of any amount that is deferred compensation subject to (within and not exempt from) Section 409A. (b) All determinations required to be made under this Section 9, including whether and when the meaning Safe Harbor Cap is required and the amount of the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determination, shall be made by a public accounting firm or other nationally recognized consulting firm with expertise in Section 280G of the Code that is retained by the Company as of the date immediately prior to the Change in Control (the “Calculating Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the regulations and guidance promulgated thereunder (“Section 280G”)) and allreceipt of notice from the Company or Executive that there has been a Payment, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or such earlier time as is entitled to receive from requested by the Company (collectively, the “Total PaymentsDetermination”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it that the Calculating Firm is later determined that serving as accountant, auditor or consultant for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized public accounting or consulting firm to make the determinations required hereunder (A) a greater reduction in which accounting firm shall then be referred to as the Total Payments should have been made to implement Calculating Firm hereunder). All fees and expenses of the objective and intent of this Section 14, the excess amount Calculating Firm shall be returned immediately borne solely by the Executive Company and the Company shall enter into any agreement requested by the Calculating Firm in connection with the performance of the services hereunder. The Determination by the Calculating Firm shall be binding upon the Company and Executive. The Company shall bear and pay directly all costs and expenses incurred in connection with any contests or disputes with the Internal Revenue Service relating to the Company Excise Tax, and Executive shall cooperate, to the extent his or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent her reasonable out-of this Section 14, the additional amount shall be paid immediately pocket expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any such contests or any Affiliate of the Company, as applicable, to the Executivedisputes.

Section 280G. (a) In the event that the Company Holdco or PGA Holdings undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code) after Holdco, PGA Holdings or any affiliate of Holdco or PGA Holdings (including the Company) that would be treated, together with Holdco or PGA Holdings, as a single corporation under Section 280G of the Code and the regulations and guidance promulgated thereunder has stock that is readily tradeable on an established securities market or otherwise (“within the meaning of Section 280G”)G of the Code and the regulations thereunder) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive Employee receives or is entitled to receive from Holdco, the Company or PGA Holdings (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280GG of the Code, then the Executive Employee shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A409A of the Code, (ii) second, by reducing other payments and benefits that are exempt from Section 409A of the Code and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A of the Code and (iv) finally, by reducing payments and benefits that are subject to Section 409A409A of the Code, in each case, with all such reductions done on a pro rata basis. (b) . All determinations made pursuant this Section 14 25 will be made at the Company’s PGA Holdings’ or its Affiliatesaffiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section Sections 280G and Section 4999 of the Code selected by the Company PGA Holdings for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company PGA Holdings and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 1425, the excess amount shall be returned immediately by the Executive Employee to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 1425, the additional amount shall be paid immediately by Holdco, the Company, PGA Holdings or any Affiliate affiliate of Holdco, the CompanyCompany or PGA Holdings, as applicable, to the ExecutiveEmployee.

Section 280G. (ai) In If any payment or benefit the event that Executive will or may receive from the Company undergoes or any of its Affiliates under this Agreement or otherwise (a “change in ownership or control280G Payment”) would (x) constitute a “parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the rules and regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total PaymentsCode”), could constitute an “excess parachute payment” within the meaning of Section 280Gand (y) but for this sentence, then the Executive shall be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then each such 280G Payment (collectively, the “Payments”) and shall be reduced to the extent necessary for the Payments to equal, in the aggregate, the Reduced Amount. The “Reduced Amount” shall be either (1) the largest portion of the Payments that would result in no Excise Tax on the Payments (after reduction), or (2) the total Payments, whichever amount (i.e., the amount of determined by clause (1) or by clause (2)), after taking into account all other applicable federal, state state, and local taxes employment taxes, income taxes, and the Excise Tax (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), results in the amount Executive’s receipt, on an after-tax basis, of the Total greater economic benefit notwithstanding that all or some portion of the Payments otherwise payable without regard may be subject to the Excise Tax. If a reduction in the Payments is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (i)1) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If it is determined that more than one method of reduction will result in the Limited Amount will maximize the Employee’s after-tax proceedssame economic benefit, the Total Payments shall items so reduced will be reduced to equal pro rata (the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, “Pro Rata Reduction Method”). (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) Notwithstanding any provision of Section 1.280G-1 21(b)(i) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would cause any portion of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are Payments to be subject to taxes pursuant to Section 409A, in each caseand any state law of similar effect that would not otherwise be subject to taxes pursuant to Section 409A, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at then the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding Reduction Method and/or the applicability of Section 280G and Section 4999 of Pro Rata Reduction Method, as the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinationscase may be, no portion of the Total Payments shall be taken into account whichmodified so as to avoid the imposition of taxes pursuant to Code Section 409A as follows: (x) as a first priority, in the opinion of modification shall preserve to the Company and its legal advisorsgreatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (y) does as a second priority, Payments that are contingent on future events shall be reduced (or eliminated) before Payments that are not constitute contingent on future events; and (z) as a third priority, Payments that are “parachute paymentdeferred compensation” within the meaning of Section 280G(b)(2409A shall be reduced (or eliminated) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable before Payments that are not deferred compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B409A. (iii) The Company shall appoint a nationally recognized accounting firm, law firm or consultancy to make the determinations required by this Section 21(b) and shall, to the extent consistent with Section 280G of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive all reductions to the value of payments that might otherwise qualify as a “parachute payments” under such Section (including the value of noncompetition restrictions and reasonable compensation for pre-and post-change in control services). The Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, bear all expenses with respect to the Executivedeterminations by such accounting firm, law firm or consultancy required to be made hereunder.

Section 280G. (a) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) before the Company or any Affiliate of the Company that would be treated, together with the Company, as a single corporation under Section 280G has stock that is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Code Section 280G, the Company will use its reasonable best efforts to seek shareholder approval of the Total Payments in a manner that satisfies the requirements of the “shareholder approval” exception to Section 280G, such that, if approved, all Total Payments may be made to the Executive without the application of the excise tax imposed by Section 4999 of the Code. (b) In the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G) before the Company or any Affiliate of the Company that would be treated, together with the Company, as a single corporation under Section 280G has stock that is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G) and all, or any portion, of the Total Payments could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) . All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (ai) In Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company undergoes to or for your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a “change in ownership or control” (within the meaning of manner consistent with Section 280G of the Internal Revenue Code and the regulations and guidance promulgated thereunder of 1986, as amended (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Aggregate Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxSection 4999”) and then the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you becomes subject to equal the Limited excise tax imposed by Section 4999; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G; (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all such reductions done on a pro rata basisthe foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (bii) All determinations For purposes of this Section 17, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (iii) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to this Section 14 will 17 shall be made at the Company’s or its Affiliates’ expense by an a nationally recognized accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent AdvisorsAccounting Firm”). For purposes of such determinations, no portion of the Total Payments which shall be taken into account which, in the opinion of provide detailed supporting calculations both to the Company and its legal advisorsyou within 15 business days of termination date, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including if applicable, or at such earlier time as is reasonably requested by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in you. Any determination by the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount Accounting Firm shall be paid immediately by binding upon you and the Company, or any Affiliate of the Company, as applicable, to the Executive.”

Section 280G. (a) In the event that the Company undergoes If any payment or benefit received or to be received by Executive in connection with or contingent on a “change in ownership or control” (control of the Company, within the meaning of Section 280G of the Internal Revenue Code and (the regulations and guidance promulgated thereunder “Code”) (“Section 280G”)) and all, or any portionsuccessor provision thereto), whether or not in connection with Executive’s termination of the payments provided under employment, and whether or not pursuant to this Agreement, either alone or together with other Agreement (such payments or benefits which the Executive receives or is entitled being referred to receive from the Company (collectively, as the “Total Payments”), could constitute ) will be subject to an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by as provided for in Section 4999 of the Code (the “Excise Tax”), then Executive will be entitled to receive either (i) the full amount of the Total Payments, or (ii) a portion of the Total Payments having a value equal to one dollar less than three (3) times Executive’s “base amount” (as such term is defined in Section 280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the amount Excise Tax, results in the receipt by Executive on an after-tax basis, of all other applicable the greatest portion of the Total Payments. For purposes of determining the after-tax amounts in (i) and (ii) above, Executive will be deemed to pay federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed tax at the highest marginal rate)rates, net of the amount maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If there is a reduction of the Total Payments otherwise payable without regard pursuant to clause (i). If it is determined that the Limited Amount foregoing, then, unless the parties agree otherwise, such reduction will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount occur in the following order: (iA) first, by reducing any cash severance payments that are exempt from Section 409A, payable by reference to Executive’s Base Salary or Bonus; (iiB) second, by reducing any other payments and benefits that are exempt from Section 409A and cash amount payable to which Q&A 24(cExecutive; (C) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A any benefit valued as a “parachute payment;” and (ivD) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisacceleration of vesting of any equity awards. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion determining whether any of the Total Payments shall will be taken into account whichsubject to the Excise Tax and the amount of such Excise Tax, in the opinion (i) all of the Company and its legal advisors, (y) does not constitute a Total Payments will be treated as “parachute paymentpayments” (within the meaning of Section 280G(b)(2) of the Code Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm acting as the “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code will be treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or (zin part) constitutes represent reasonable compensation for services actually rendered, rendered (within the meaning of Section 280G(b)(4)(B) of the Code, ) in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) Base Amount allocable to such reasonable compensation. In , or are otherwise not subject to the event it is later Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit will be determined that by the Auditor in accordance with the principles of Sections 280G(d)(3) and (A4) of the Code. (c) All determinations under this Section 10 must be made by a greater reduction nationally recognized accounting firm, which must not be the auditor of the acquiror in the Total Payments should have been made to implement transaction constituting a change in ownership or control of the objective and intent Company (within the meaning of this Section 14280G of the Code), the excess amount shall be returned immediately selected by the Executive to Company (the “Auditor”), and the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective will pay all costs and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate expenses of the Company, as applicable, to Auditor. The Company will cooperate in good faith in making such determinations and in providing the Executivenecessary information for this purpose.

Section 280G. (a) In Notwithstanding any other provision in this Agreement, in the event that it is determined (by the Company undergoes reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the applicable Change in Control (the “Accountant”)) that the aggregate amount of the payments, distributions, benefits and entitlements of any type payable by Employer or any affiliate to or for the benefit of Employee (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “change in ownership or controlparachute payments” (within the meaning of Section 280G of the Internal Revenue Code and of 1986, as amended (the regulations and guidance promulgated thereunder “Code”) (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectivelysuch payments, the “Total Parachute Payments”)) that, could constitute an “excess parachute payment” within but for this Section 4 would be payable to Employee, exceeds the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the greatest amount of the Total Parachute Payments (that could be paid to Employee without regard giving rise to clause (i)) reduced by the any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the “Excise Tax”) and ), then the aggregate amount of Parachute Payments payable to Employee shall not exceed the amount which produces the greatest after-tax benefit to Employee after taking into account any Excise Tax to be payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of all other applicable federalParachute Payments otherwise payable to Employee, state and local taxes (if doing so would place Employee in a more favorable net after-tax economic position as compared with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by not reducing the amount of all taxes applicable thereto Parachute Payments (with income taxes all computed at taking into account the highest marginal rate), the amount Excise Tax payable in respect of the Total Payments otherwise payable without regard to clause (isuch Parachute Payments). If it is determined that the Limited Amount Parachute Payments will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced by first reducing amounts considered to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are be nonqualified deferred compensation subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) 409A of the Code (including by reason of “Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code409A”); provided that, in excess of no event may the “base amount” (as defined Parachute Payments be reduced in a manner that would subject Employee to additional taxation under Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.409A.

Section 280G. (a) In the event that any payment or benefit that the Executive would receive from the Company undergoes or otherwise in connection with a change of control or other similar transaction (a “change in ownership or control280G Payment”) (i) would constitute a “parachute payment” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard but for this Section 8.6, would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code Code, then any such 280G Payment shall be payable either (a) in full, or (b) as to such lesser amount which would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the “Excise Tax”) and Code, whichever of the amount of all other foregoing amounts, taking into account the applicable federal, state and local taxes (with income taxes all computed at and the highest applicable marginal rate) is greater than excise tax imposed by Section 4999, results in the Limited Amount reduced receipt by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s Executive on an after-tax proceedsbasis, of the Total Payments greatest amount of payments and benefits notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. If a reduced amount is to be paid under this Section 6.1, reductions in payments and/or benefits shall be reduced to equal the Limited Amount occur in the following order: (i1) first, by reducing cash severance if none of the payments that are exempt from is nonqualified deferred compensation under Section 409A, then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment and (ii2) second, by reducing other payments and benefits that are exempt from if any payment constitutes nonqualified deferred compensation under Section 409A and or if the Executive fails to which Q&A 24(c) of Section 1.280G-1 of elect an order, then the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments reduced shall be taken into account whichdetermined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, shall be reduced in the opinion inverse order of when payment would have been made to Executive, until the Company and its legal advisorsreduction is achieved; provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2409A) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A. All determinations required to be made under this paragraph, including the Code (including by reason manner and amount of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater any reduction in Executive’s payments hereunder, and the Total Payments should have been made assumptions to implement the objective and intent of this Section 14be utilized in arriving at such determinations, the excess amount shall be returned immediately made in writing in good faith by the Executive to the Company a nationally recognized accounting or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately consulting firm selected by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the event that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code Employee and the regulations and guidance promulgated thereunder (“Section 280G”)) and allCompany, except an agreement, contract, or any portion, understanding hereafter entered into that expressly modifies or excludes application of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company Section 17 (collectively, the “Total PaymentsOther Agreements”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), and notwithstanding any formal or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all informal plan or other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s arrangement heretofore or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected hereafter adopted by the Company for the direct or indirect compensation of the Employee (including groups or classes of participants or beneficiaries of which the Employee is a member), whether or not such purpose compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “Benefit Arrangement”), if the Employee is a “disqualified individual,” as defined in Section 280G(c) of the of the Internal Revenue Code of 1986, as amended (the “Independent AdvisorsCode”). For purposes of , any right to receive any payment or other benefit under this Agreement shall not become exercisable or vested (i) to the extent that such determinationsright to exercise, no portion of the Total Payments shall be taken vesting, payment, or benefit, taking into account whichall other rights, in payments, or benefits to or for the opinion of Employee under the Company Agreement, all Other Agreements, and its legal advisorsall Benefit Arrangements, (y) does not constitute would cause any payment or benefit to the Employee under this Agreement to be considered a “parachute payment” within the meaning of Section 280G(b)(2) of the Code as then in effect (including a “Parachute Payment”) and (ii) if, as a result of receiving a Parachute Payment, the aggregate after-tax amounts received by reason the Executive from the Company or any of Section 280G(b)(4)(A) of its affiliates under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the Code) maximum after-tax amount that could be received by the Executive without causing any such payment or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable benefit to such reasonable compensationbe considered a Parachute Payment. In the event it is later determined that the receipt of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits to or for the Employee under the Agreement, any Other Agreement or any Benefit Arrangement would cause the Executive to be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Employee as described in clause (ii) of the preceding sentence, then the Employee shall have the right, in the Employee’s sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit to the Employee under this Agreement be deemed to be a Parachute Payment; provided, however, that, to the extent any payment or benefit constitutes deferred compensation under Section 409A, in order to comply with Section 409A, the reduction or elimination will be performed in the following order: (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or cash payments; (B) a lesser reduction of COBRA benefits; (C) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; and (D) cancellation of acceleration of vesting of equity awards not covered under (C) above; provided, however that in the Total Payments should have been made event that acceleration of vesting of equity awards is to implement the objective and intent be cancelled, such acceleration of this Section 14, the additional amount vesting shall be paid immediately by cancelled in the Company, or any Affiliate reverse order of the Companydate of grant of such equity awards, as applicablethat is, to the Executivelater granted equity awards shall be canceled before earlier granted equity awards.

Section 280G. (ai) In the event that (i) the Company undergoes a “change severance and other benefits provided for in ownership this Agreement or control” (within the meaning of otherwise payable or provided to Executive but determined without regard to any additional payments required by this Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)6(h) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total PaymentsPayment”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall ) would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code and the regulations issued thereunder (the “Excise Tax”) and (ii) the value of the Payment (as determined in accordance with Section 280G of the Code and the regulations issued thereunder (collectively referred to as “Section 280G”)) exceeds three (3) times Executive’s “base amount” (within the meaning of Section 280G) (such three times amount referred to as Executive’s “280G Threshold”) by the greater of all other applicable Fifty Thousand Dollars ($50,000) or ten percent (10%) of Executive’s 280G Threshold, Executive shall be paid an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of the Excise Tax, and any federal, state and local taxes income and employment tax and excise tax imposed upon the Gross-Up Payment shall be equal to the Payment. In the event that the value of the Payment (as determined in accordance with income taxes all computed at the highest applicable marginal rateSection 280G) is greater than the Limited Amount reduced does not exceed Executive’s 280G Threshold by the amount greater of all taxes applicable thereto Fifty Thousand Dollars (with income taxes all computed at the highest marginal rate)$50,000) or ten percent (10%) of Executive’s 280G Threshold, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments Payment shall be reduced to an amount equal to Executive’s 280G Threshold less $1 so that no portion of the Limited Amount in Payment shall be subject to the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, Excise Tax. (ii) secondUnless the Company and Executive otherwise agree in writing, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant any determination required under this Section 14 6(h) will be made at the Company’s or its Affiliates’ expense in writing by an a national accounting firm selected by the Company or consulting group with experience in performing such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations regarding required by this Section 6(h) the applicability Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section 280G and Section 4999 of the Code selected by Code. The Company and Executive shall furnish to the Company for Accountants such purpose (information and documents as the “Independent Advisors”Accountants may reasonably request in order to make a determination under this Section 6(h). For purposes Any reduction in payments and/or benefits required by this Section 6(h) shall occur in the following order: (1) reduction of cash payments, (2) reduction of equity acceleration (full-value awards first, then stock options), and (3) reduction of other benefits paid or payable to Executive. Notwithstanding anything to the contrary herein, any such determinations, no portion of the Total Payments reduction shall be taken into account which, structured in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of manner intended to comply with Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. 409A. In the event it that acceleration of vesting of equity awards is later determined that (A) a greater reduction to be reduced, such acceleration of vesting shall be cancelled in the Total Payments should have been made to implement reverse order of the objective and intent date of grant for Executive’s equity awards. The Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive6(h).

Section 280G. (a) In Notwithstanding anything else in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions by the Company undergoes a to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (together, the “change in ownership or controlPayments”) would constitute “parachute payments” (within the meaning of Section 280G of the Code and Code, then the regulations and guidance promulgated thereunder Payments shall be payable either in (i) full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to the excise tax imposed under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor (“Independent Tax Advisor”) selected by the Company. In the event that the Payments are to be reduced pursuant to this Section 280G”5, such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this Section 5 is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of such Payments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and all, (iii) then by reducing or eliminating the portion of such Payments (whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any portionsuccessor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from transaction constituting a change in ownership of the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280GG of the Code. Any reductions made pursuant to this Section 5 shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, then such amounts shall be reduced on a pro rata basis but not below zero. If any dispute arises between the Company (or any successor) and the Executive regarding the Executive’s right to payments under this Section 5, the Executive shall be entitled to receive (i) an amount limited (recover his attorneys’ fees and costs incurred in connection with such dispute if the Executive is determined to be the prevailing party. The following additional terms and conditions shall apply to the minimum extent necessary) so that no portion reimbursement of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) any attorneys’ fees and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following ordercosts: (i) first, the attorneys’ fees and costs must be incurred by reducing cash severance payments that are exempt from Section 409A, the Executive within five years following the date of the Executive’s termination or resignation; (ii) second, the attorneys’ fees and costs shall be paid by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 the Company by the end of the Treasury Regulations does not apply, taxable year following the year in which the attorneys’ fees and costs were incurred; (iii) third, the amount of any attorneys’ fees and costs paid by reducing all remaining payments the Company in one taxable year shall not affect the amount of any attorneys’ fees and benefits that are exempt from Section 409A costs to be paid by the Company in any other taxable year; and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive’s right to receive attorneys’ fees and costs may not be liquidated or exchanged for any other benefit.

Section 280G. (a) In Notwithstanding anything else in this Agreement to the contrary, in the event that it shall be determined that any payments or distributions by the Company undergoes a to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (together, the “change in ownership or controlPayments”) would constitute “parachute payments” (within the meaning of Section 280G of the Code and Code, then the regulations and guidance promulgated thereunder Payments shall be payable either in (i) full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to the excise tax imposed under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor (“Independent Tax Advisor”) selected by the Company prior to any public announcement of the transaction giving rise to Section 280G”G of the Code. In the event that the Payments are to be reduced pursuant to this Section 7, such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this Section 7 is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of such Payments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and all, (iii) then by reducing or eliminating the portion of such Payments (whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any portionsuccessor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from transaction constituting a change in ownership of the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280GG of the Code. Any reductions made pursuant to this Section 7 shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, then such amounts shall be reduced on a pro rata basis but not below zero. If any dispute arises between the Company (or any successor) and the Executive regarding the Executive’s right to payments under this Section 7, the Executive shall be entitled to receive (i) an amount limited (recover his attorneys’ fees and costs incurred in connection with such dispute if the Executive is determined to be the prevailing party. The following additional terms and conditions shall apply to the minimum extent necessary) so that no portion reimbursement of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) any attorneys’ fees and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following ordercosts: (i) first, the attorneys’ fees and costs must be incurred by reducing cash severance payments that are exempt from Section 409A, the Executive within five years following the date of the Executive’s termination or resignation; (ii) second, the attorneys’ fees and costs shall be paid by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 the Company by the end of the Treasury Regulations does not apply, taxable year following the year in which the attorneys’ fees and costs were incurred; (iii) third, the amount of any attorneys’ fees and costs paid by reducing all remaining payments the Company in one taxable year shall not affect the amount of any attorneys’ fees and benefits that are exempt from Section 409A costs to be paid by the Company in any other taxable year; and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive’s right to receive attorneys’ fees and costs may not be liquidated or exchanged for any other benefit.

Section 280G. (a) In Notwithstanding anything in this Agreement to the contrary, in the event it shall be determined that any payment or distribution by the Company undergoes a “change in ownership or control” (within the meaning of Section 280G any other member of the Code and ▇▇▇▇▇ Group to or for the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, benefit of the payments provided under Executive (whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise) (such benefits, either alone or together with other payments or benefits which the Executive receives or is entitled distributions are hereinafter referred to receive from the Company (collectively, the as “Total Payments”)) would, could constitute an “excess parachute payment” within the meaning of Section 280Gif paid, then the Executive shall be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code Code, (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), then, prior to the amount making of the Total any Payments otherwise payable without regard to clause Executive, a calculation shall be made comparing (i). If it is determined that ) the Limited Amount will maximize the Employee’s net after-tax proceedsbenefit to Executive of the Payments after payment by Executive of the Excise Tax, to (ii) the Total net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be reduced limited to equal the Limited Amount in extent necessary to avoid being subject to the following order: Excise Tax (i) the “Reduced Amount”). The reduction of the Payments due hereunder, if applicable, shall be made by first reducing cash Payments against the latest amounts to be paid and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, reducing the latest amounts to be paid first, as determined by reducing cash severance payments a nationally recognized accounting firm or an accounting firm specializing in Section 280G chosen by the Company (the “Determination Firm”). For purposes of this Section 9, present value shall be determined in good faith in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 9, the “Parachute Value” of a Payment means the present value as of the date of the Change of Control of the portion of such Payment that are exempt from constitutes a “parachute payment” under Section 409A280G(b)(2) of the Code, (ii) second, as determined by reducing other payments and benefits that are exempt from Section 409A the Determination Firm for purposes of determining whether and to which Q&A 24(c) of Section 1.280G-1 of what extent the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject Excise Tax will apply to Section 409A, in each case, with all such reductions done on a pro rata basisPayment. (b) All determinations required to be made pursuant under this Section 14 will 9, including whether an Excise Tax would otherwise be made at imposed, whether the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding Payments shall be reduced, the applicability of Section 280G and Section 4999 amount of the Code selected by Reduced Amount, and the Company for such purpose (the “Independent Advisors”). For purposes of assumptions to be utilized in arriving at such determinations, no portion of the Total Payments shall be taken into account which, made in writing in good faith by the opinion of Determination Firm which shall provide detailed supporting calculations to the Company and its legal advisorsExecutive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (such earlier time as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately requested by the Company, or any Affiliate . All fees and expenses of the Determination Firm shall be borne solely by the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding anything in this Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a “Change in Control” (as defined in the 2005 Plan) or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or part) by the Company undergoes or any Affiliates making such payment or providing such benefit as a “change result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in ownership or control” (within the meaning Total Payments provided by reason of Section 280G of the Code and in such other plan, arrangement or agreement), the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, portion of the payments provided under this AgreementTotal Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”zero), could and all other Total Payments shall thereafter be reduced (if necessary, to zero), with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first. (b) For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute an a “excess parachute payment” within the meaning of Section 280G, then 280G(b) of the Executive Code shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or taken into account; (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the Company and its legal advisorsaccounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (y) the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (Code, including by reason of Section 280G(b)(4)(A) of the Code; (iii) the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (zii) constitutes of this paragraph) in their entirety constitute reasonable compensation for services actually rendered, rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, in excess the opinion of Tax Counsel; and (iv) the “base amount” value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (as defined in Section 280G(b)(34) of the Code. (c) allocable to such reasonable compensation. In the event If it is later determined that (A) established pursuant to a greater reduction final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of Executive and the Company in applying the terms of this Section 7, the Total Payments should have been made paid to implement or for Executive’s benefit are in an amount that would result in any portion of such Total Payments being subject to the objective excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, if such repayment would result in (i) no portion of the remaining Total Payments being subject to the Excise Tax and intent (ii) a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of this Section 14federal, state and local income and employment taxes, the excess Executive shall have an obligation to pay the Company upon demand an amount shall be returned immediately by the Executive equal to the Company or sum of (Bx) a lesser reduction in the excess of the Total Payments should paid to or for Executive’s benefit over the Total Payments that could have been made paid to implement or for Executive’s benefit without any portion of such Total Payments being subject to the objective Excise Tax; and intent (y) interest on the amount set forth in clause (x) of this sentence at the rate provided in Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate 1274(b)(2)(B) of the Company, as applicable, to Code from the date of Executive’s receipt of such excess until the date of such payment.

Section 280G. (a) In Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company undergoes and/or the Employer to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a “change in ownership or control” (within the meaning of manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Aggregate Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (Code, then the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to equal the Limited excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all such reductions done on a pro rata basisthe foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) All determinations For purposes of this Section 5, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) The determination as to whether a reduction in the Aggregate Payments shall be made pursuant this to Section 14 will 5(b) shall be made at the Company’s or its Affiliates’ expense by an a nationally recognized accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent AdvisorsAccounting Firm”). For purposes of such determinations, no portion of the Total Payments which shall be taken into account which, in the opinion of provide detailed supporting calculations both to the Company and its legal advisors, (y) does not constitute a “parachute payment” the Executive within the meaning of Section 280G(b)(2) 15 business days of the Code (including Date of Termination, if applicable, or at such earlier time as is reasonably requested by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement Executive. Any determination by the objective and intent of this Section 14, the additional amount Accounting Firm shall be paid immediately by binding upon the Company, or any Affiliate of the Company, as applicable, to Company and the Executive.

Section 280G. (a) In To the event extent that any payment or distribution to or for the benefit of the Executive pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its affiliated companies, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company undergoes or such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the Company shall reduce the payments to the amount that is (after taking into account federal, state, local and social security taxes at the maximum marginal rates, including any excise taxes imposed by Section 4999 of the Code) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Cap”) if, and only if, such reduction would result in Executive receiving a “change higher net after-tax amount. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the Safe Harbor Cap, the Payments to be reduced hereunder will be determined in ownership a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when the Payment would have been made to Executive until the reduction specified herein is achieved. Executive’s right to specify the order of reduction of the Payments shall apply only to the extent that it does not directly or control” indirectly alter the time or method of payment of any amount that is deferred compensation subject to (within and not exempt from) Section 409A. (b) All determinations required to be made under this Section 6, including whether and when the meaning Safe Harbor Cap is required and the amount of the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determination, shall be made by a public accounting firm or other nationally recognized consulting firm with expertise in Section 280G of the Code that is retained by the Company as of the date immediately prior to the Change in Control (the “Calculating Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the regulations and guidance promulgated thereunder (“Section 280G”)) and allreceipt of notice from the Company or Executive that there has been a Payment, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or such earlier time as is entitled to receive from requested by the Company (collectively, the “Total PaymentsDetermination”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it that the Calculating Firm is later determined that serving as accountant, auditor or consultant for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized public accounting or consulting firm to make the determinations required hereunder (A) a greater reduction in which accounting firm shall then be referred to as the Total Payments should have been made to implement Calculating Firm hereunder). All fees and expenses of the objective and intent of this Section 14, the excess amount Calculating Firm shall be returned immediately borne solely by the Executive Company and the Company shall enter into any agreement requested by the Calculating Firm in connection with the performance of the services hereunder. The Determination by the Calculating Firm shall be binding upon the Company and Executive. The Company shall bear and pay directly all costs and expenses incurred in connection with any contests or disputes with the Internal Revenue Service relating to the Company or (B) a lesser reduction in Excise Tax, and Executive shall cooperate, to the Total Payments should have been made to implement the objective and intent extent Executive’s reasonable out-of this Section 14, the additional amount shall be paid immediately pocket expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any such contests or any Affiliate of the Company, as applicable, to the Executivedisputes.

Section 280G. (a) In To the event extent that any payment or distribution to or for the benefit of the Executive pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any of its affiliated companies, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company undergoes or such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then the Company shall reduce the payments to the amount that is (after taking into account federal, state, local and social security taxes at the maximum marginal rates, including any excise taxes imposed by Section 4999 of the Code) one dollar less than the amount of the Payments that would subject the Executive to the Excise Tax (the “Safe Harbor Cap”) if, and only if, such reduction would result in Executive receiving a “change higher net after-tax amount. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate the Safe Harbor Cap, the Payments to be reduced hereunder will be determined in ownership a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when the Payment would have been made to Executive until the reduction specified herein is achieved. Executive’s right to specify the order of reduction of the Payments shall apply only to the extent that it does not directly or control” indirectly alter the time or method of payment of any amount that is deferred compensation subject to (within and not exempt from) Section 409A. (b) All determinations required to be made under this Section 5, including whether and when the meaning Safe Harbor Cap is required and the amount of the reduction of the Payments pursuant to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determination, shall be made by a public accounting firm or other nationally recognized consulting firm with expertise in Section 280G of the Code that is retained by the Company as of the date immediately prior to the Change in Control (the “Calculating Firm”) which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the regulations and guidance promulgated thereunder (“Section 280G”)) and allreceipt of notice from the Company or Executive that there has been a Payment, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or such earlier time as is entitled to receive from requested by the Company (collectively, the “Total PaymentsDetermination”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it that the Calculating Firm is later determined that serving as accountant, auditor or consultant for the individual, entity or group effecting the Change in Control, Executive may appoint another nationally recognized public accounting or consulting firm to make the determinations required hereunder (A) a greater reduction in which accounting firm shall then be referred to as the Total Payments should have been made to implement Calculating Firm hereunder). All fees and expenses of the objective and intent of this Section 14, the excess amount Calculating Firm shall be returned immediately borne solely by the Executive Company and the Company shall enter into any agreement requested by the Calculating Firm in connection with the performance of the services hereunder. The Determination by the Calculating Firm shall be binding upon the Company and Executive. The Company shall bear and pay directly all costs and expenses incurred in connection with any contests or disputes with the Internal Revenue Service relating to the Company Excise Tax, and Executive shall cooperate, to the extent his or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent her reasonable out-of this Section 14, the additional amount shall be paid immediately pocket expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any such contests or any Affiliate of the Company, as applicable, to the Executivedisputes.

Section 280G. (a) If, after the Effective Date, there occurs a transaction that constitutes a “change of control” under Regulation 1.280G of the Code, and such transaction is consummated on or before January 1, 2015, and, immediately prior to the consummation of such change of control, the Company is an entity whose equity securities are readily tradable on an established securities market (or otherwise) such that an exemption from the excise tax is not available, the following provisions will apply: (i) In the event it shall be determined that any payment to the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and allExecutive hereunder, or under any portionincentive equity grant agreement or other plan, of the payments provided under this Agreementprogram, either alone practice or together with other payments or benefits which the Executive receives or agreement, is entitled subject to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the payments. Notwithstanding the foregoing provisions of this Section 10(a)(i), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the payments do not exceed 110% of the greatest amount that could be paid to the Executive without giving rise to any Excise Tax (the “Safe Harbor Amount”), then no Gross-Up Payment shall be made to the Executive and the amounts payable to the Executive shall be reduced so that the payments, in the aggregate, are reduced to the Safe Harbor Amount. The reduction of the amounts shall take into account the timing of the payments and, if applicable, shall be made by first reducing the payments under Section 5(a) or Section 5(d) as may apply. (ii) All determinations required to be made under this Section 10, including whether and when a Gross-Up Payment is required and the amount of all other applicable federalsuch Gross-Up Payment and the assumptions to be utilized in arriving at such determination, state shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and local taxes (with income taxes all computed at the highest applicable marginal rate) Executive within ten business days of the receipt of notice from the Executive that there have been payments to which Sections 280G and/or Section 4999 may apply, or such earlier time as is greater than requested by the Limited Amount reduced by Company; provided that for purposes of determining the amount of all taxes applicable thereto (with any Gross-Up Payment, the Executive shall be deemed to pay federal income taxes all computed tax at the highest marginal rate)rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of the Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 10, shall be paid by the Company to the Executive (or to the appropriate taxing authority on the Executive’s behalf) when the applicable tax is due. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that the amount of the Total Payments otherwise payable without regard Gross-Up Payment determined by the Accounting Firm to clause be due to (ior on behalf of) the Executive was lower than the amount actually due (“Underpayment”). If it is determined In the event that the Limited Amount will maximize Company exhausts its remedies pursuant to Section 10(b) and the Employee’s after-tax proceedsExecutive thereafter is required to make a payment of any Excise Tax, the Total Payments Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be reduced promptly paid by the Company to equal or for the Limited Amount in benefit of Executive. Notwithstanding the following order: (i) firstforegoing, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 any Gross Up Payment or Underpayment shall be paid no later than the end of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments calendar year next following the calendar year in which the Excise Tax and benefits that any related income and withholding tax obligations are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject made to Section 409A, in each case, with all such reductions done on a pro rata basisInternal Revenue Service. (b) All determinations made pursuant The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall (A) give the Company any information reasonably requested by the Company relating to such claim, (B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith in order to effectively contest such claim and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14 will be made 10, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, that if the Company directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if the Executive is required to extend the statute of limitations to enable the Company to contest such claim, the Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or its Affiliates’ expense contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (c) If, after the receipt by the Executive of an accounting firm amount paid or consulting group advanced by the Company pursuant to this Section 10, the Executive becomes entitled to receive any refund with experience respect to a Gross-Up Payment, the Executive shall promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). (d) With respect to any “change in performing calculations regarding the applicability of ownership or control” under Section 280G and Section 4999 of the Code selected by and Regulation Section 1.280G-1 thereunder for which the Company for Executive is not entitled to receive the Gross-Up Payment as set forth in this Section 10, including with respect to any such purpose transaction that which is consummated after January 1, 2015, then any payments or benefits payable to the Executive hereunder shall be payable either (i) in full or (ii) reduced to the “Independent Advisors”). For purposes of such determinations, minimum extent necessary to ensure that no portion of such payments or benefits is subject to the Total Payments shall be taken into account whichExcise Tax, in the opinion whichever of the Company and its legal advisors, foregoing (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Codei) or (zii) constitutes reasonable compensation for services actually renderedresults in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, within state, local and foreign income, employment and excise taxes (including the meaning Excise Tax). If such payments and benefits are reduced, such payments and benefits shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 280G(b)(4)(B) 409A of the Code, in excess of to the “base amount” (as defined in Section 280G(b)(3) of extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount time shall be returned immediately by the Executive to the Company or reduced first but not below zero (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive0).

Section 280G. (a) In the event that the Company undergoes a “change in ownership part or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, all of the payments or benefits to be paid or provided to Executive under this Agreement, either alone or Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other payments or benefits which the plans, arrangements and agreements applicable to Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute ) will be subject to an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by under the provisions of Code Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced so that the maximum amount of the Total Payments (after reduction) will be one dollar ($1.00) less than the amount that would cause the Total Payments to equal be subject to the Limited Amount Excise Tax; provided, however, that the Total Payments shall only be reduced to the extent the after-tax value of amounts received by Executive after application of the above reduction would exceed the after-tax value of the Total Payments received by Executive without application of such reduction. The reduction of payments and benefits, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash in the following order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind in a similar order: , and then reducing equity or equity-based benefits (i) first, by reducing cash severance payments that are exempt from reduced in the order of highest value to lowest value under Code Section 409A, (ii) second, by reducing other 280G). The determination as to whether any such reduction in the amount of the payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, provided hereunder is necessary (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are or whether Executive would be subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (bexcise tax) All determinations made pursuant this Section 14 will shall be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code Company by a firm of independent accountants, a law firm, or other valuation specialist selected by the Company for such purpose (Board in good faith prior to the “Independent Advisors”). For purposes of such determinations, no portion consummation of the Total Payments applicable change in control transaction, and the applicable independent accountants, law firm, or other valuation specialist shall be taken into account whichconsider the value, in the opinion if any, of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code Executive’s restrictive covenants (including by reason the non-competition restrictions set forth herein) as part of its analysis as may be appropriate under Code Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.280G.

Section 280G. (ai) In Notwithstanding anything contained in this Agreement to the event contrary, to the extent that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code payments and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments benefits provided under this AgreementAgreement and benefits provided to, either alone or together with for the benefit of, Employee under any other Company plan or agreement (such payments or benefits which the Executive receives or is entitled are collectively referred to receive from the Company (collectively, as the “Total PaymentsBenefits”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall ) would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Code, the Benefits shall be reduced (but not below zero) if and to the amount of all other applicable extent that a reduction in the Benefits would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local taxes (with income taxes and the Excise Tax), than if Employee received all computed at of the highest applicable marginal rate) Benefits (such reduced amount is greater than referred to hereinafter as the “Limited Benefit Amount”). Unless Employee shall have given prior written notice specifying a different order to the Company to effectuate the Limited Amount reduced Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by the amount first reducing or eliminating amounts which are payable from any cash severance, then from any payment in respect of all taxes applicable thereto an equity award that is not covered by Treas. Reg. Section 1.280G-1 Q/A-24(b) or (with income taxes all computed at the highest marginal ratec), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be paid the amount of farthest in time from the Total Payments otherwise payable without regard to clause Determination (ias defined below). If it is determined that Any notice given by Employee pursuant to the Limited Amount will maximize preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s after-tax proceeds, rights and entitlements to any benefits or compensation. (ii) A determination as to whether the Total Payments Benefits shall be reduced to equal the Limited Benefit Amount in pursuant to this Agreement and the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) amount of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company and acceptable to Employee (the “Firm”) at the Company’s or expense. The Firm shall provide its Affiliates’ expense by an accounting firm or consulting group determination (the “Determination”), together with experience in performing detailed supporting calculations regarding and documentation to the applicability of Section 280G Company and Section 4999 Employee within ten business days of the Code selected date of termination of Employee’s employment, if applicable, or such other time as reasonably requested by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the ExecutiveEmployee.

Section 280G. Notwithstanding any other provision of this letter or any other plan, arrangement or agreement to the contrary, in the event that: (a) In the event that aggregate payments or benefits provided or to be provided by the Company undergoes a or its affiliates to you or for your benefit pursuant to the terms of this letter or otherwise that are deemed to be “change in ownership or controlparachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder or any successor thereto (“Section 280GChange of Control Benefits”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled would be deemed to receive from the Company (collectively, the “Total Payments”), could constitute include an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of under Section 280G of the Code (or any successor provision thereto); and (b) if such Change of Control Benefits were reduced to an amount (the “Limited Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times your “base amount,” as determined in accordance with Section 280G of the Code or (any successor provision thereto); and (i) the Non-Triggering Amount less the product of the aggregate marginal rate of any applicable federal, state and local income taxes times the Non-Triggering Amount would be greater than (ii) if the aggregate value of the Change of Control Benefits (without such reduction) minus (x) the aggregate amount of the Total Payments (without regard tax required to clause (i)) reduced be paid by the excise tax imposed you thereon by Section 4999 of the Code (the “Excise Tax”or any successor provision thereto) and any similar excise tax imposed by state or local law and further minus (y) the amount product of all other the Change of Control Benefits times the aggregate marginal rate of any applicable federal, state and local taxes income taxes; then (with income taxes all computed at d) the highest applicable marginal rate) is greater than Change of Control Benefits shall be reduced to the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)Non-Triggering Amount. In such event, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced to equal the Limited Amount in the following order: (iA) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) 409A of the Code; (B) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of cash payments subject to Section 280G(b)(4)(B) 409A of the Code; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. To the extent any payment is to be made over time (e.g., in excess of installments, etc.), then the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount payments shall be returned immediately by the Executive to the Company or (B) a lesser reduction reduced in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivereverse chronological order.

Section 280G. (a) Notwithstanding anything to the contrary herein, Section 6(b) shall apply in the event that the Company satisfies the requirement of Section 280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company undergoes does not satisfy such requirement, Section 6(c), not Section 6(b), shall apply. (b) Prior to any change described in Section 280G(b)(2)(A)(i) of the Code (a “change Section 280G Transaction”) and in ownership accordance with the requirements of Section 280G(b)(5)(B) of the Code, the Company shall seek, but shall not be required to obtain, approval by its shareholders of any payments, options, awards or controlbenefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (collectively, the “Potential Parachute Payments”). In the event that the shareholders of the Company do not approve the Employee’s Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of her Potential Parachute Payments that would otherwise cause any portion of any of her Potential Parachute Payments to be treated as an “excess parachute payment” (within the meaning of Section 280G G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, but for this Section 6(c), any of the Payments will be subject to any excise tax pursuant to Section 4999 of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone similar or together with other payments or benefits which the Executive receives or is entitled to receive from the Company successor provision (collectively, the “Total PaymentsExcise Tax”), could constitute the Company shall pay to the Employee either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), then whichever of the Executive shall foregoing amounts results in the receipt by the Employee, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be entitled subject to the Excise Tax. For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments there shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “taken into account any Excise Tax”) Tax and the amount of all other applicable federal, state and local taxes required to be paid by the Employee in respect of the receipt of such payments and (with ii) such payments shall be deemed to be subject to federal income taxes all computed at the highest rate of federal income taxation applicable marginal rate) to individuals that is greater than in effect for the Limited Amount reduced by calendar year in which the amount of all taxes applicable thereto (with benefits are to be paid, and state and local income taxes all computed at the highest marginal rate), rate of taxation applicable to individuals in the amount state and locality of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-residence on the effective date of the Section 280G Transaction, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Section 68 of the Code and any other limitations applicable to the deduction of state and local income taxes under the Code). (d) All calculations and determinations under this Section 6, including application and interpretation of the Code and related regulatory, administrative and judicial authorities, shall be made by an independent accounting firm or independent tax proceedscounsel appointed by the Company (the “Tax Advisor”). All determinations made by the Tax Advisor under this Section 6 shall be conclusive and binding on both the Company and the Employee, and the Company shall cause the Tax Advisor to provide its determinations and any supporting calculations with respect to the Employee to the Company and the Employee. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. For purposes of making the calculations and determinations under this Section 6, after taking into account the information provided by the Company and the Employee, the Total Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. The Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 6. In the event that Section 6(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced to equal by the Limited Amount Company in its reasonable discretion in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) reduction of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits any Payments that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 409A of the Code selected by the Company for on a pro-rata basis or such purpose (the “Independent Advisors”). For purposes of such determinationsother manner that complies with Code Section 409A, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or and (ii) reduction of any Affiliate of the Company, as applicable, to the Executive.Payments that are exempt from Code Section 409A.

Section 280G. (ai) In Notwithstanding anything contained in this Agreement to the contrary, in the event that the Company undergoes a benefits provided by this Agreement, together with all other payments and the value of any benefits received or to be received by Executive (the “change in ownership or controlPayments”), constitute “parachute payments” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”Code), could constitute an “excess parachute payment” within the meaning of and, but for this Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”7(a)(i), or (ii) if the amount of the Total Payments (without regard would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments shall be made to Executive either (i) and in full or (ii) as to such lesser amount as which would result in no portion of the amount Payments being subject to the Excise Tax, whichever of all other the foregoing amounts, taking into account the applicable federal, state and local taxes (with income taxes all computed at and the highest applicable marginal rate) is greater than Excise Tax, results in the Limited Amount reduced receipt by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s Executive on an after-tax proceedsbasis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate any reduction contemplated by the preceding sentence, the Total Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (ii) Unless the Company and Executive otherwise agree in writing, an initial determination as to whether the Payments shall be reduced to equal and the Limited Amount in the following order: (i) firstamount of such reduction shall be made, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense expense, by an accounting firm or consulting group that the Company selects (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with experience in performing detailed supporting calculations regarding and documentation, to the applicability of Section 280G Company and Section 4999 Executive within twenty (20) days of the Code selected Date of Termination, if applicable, or such other time as requested by the Company for such purpose or by Executive (provided Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Independent AdvisorsDispute”). For purposes of such determinationsIf there is no Dispute, no portion of the Total Payments Determination shall be taken into account whichbinding, in the opinion of final and conclusive upon the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding any other provision of this Agreement, in the event that the Company undergoes a amount of payments or other benefits payable to Executive under this Agreement (including, without limitation, the acceleration of any payment or the accelerated vesting of any payment or other benefit), together with any payments, awards or benefits payable under any other plan, program, arrangement or agreement maintained by the Corporation or one of its Subsidiaries or other Affiliates, would constitute an “change in ownership or controlexcess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code and of 1986, as amended (the regulations and guidance promulgated thereunder (“Section 280GCode”)), such payments and benefits shall be reduced (by the minimum possible amounts) and all, or any portion, of in the payments provided order set forth below until no amount payable to Executive under this Agreement, either alone Agreement or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute otherwise constitutes an “excess parachute payment” (within the meaning of Section 280GG of the Code); provided, then however, that no such reduction shall be made if the net after-tax amount (after taking into account federal, state, local or other income, employment and excise taxes) to which Executive would otherwise be entitled without such reduction would be greater than the net after-tax amount (after taking into account federal, state, local or other income, employment and excise taxes) to Executive resulting from the receipt of such payments and benefits with such reduction. If any payments or benefits payable to Executive are required to be reduced pursuant to this Paragraph, such payments and/or benefits to Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409Apayable in cash, (ii) with amounts that are payable last reduced first; second, by reducing other payments and benefits that are exempt from due in respect of any equity or equity derivatives included at their full value under Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, 280G (iii) rather than their accelerated value); third, by reducing all remaining payments and benefits that are exempt from due in respect of any equity or equity derivatives valued at accelerated value under Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case280G, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and fourth, all such reductions done on a pro rata basis. (b) other non-cash benefits. All determinations made pursuant this Section 14 will required to be made under this Paragraph 7(g), including whether a payment would result in an “excess parachute payment” and the assumptions to be utilized in arriving at the Company’s or its Affiliates’ expense such determinations, shall be made by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected designated by the Company for such purpose Corporation (the “Independent AdvisorsAccounting Firm”)) which shall provide detailed supporting calculations both to the Corporation and Executive as requested by the Corporation or Executive. For purposes of such determinations, no portion All fees and expenses of the Total Payments Accounting Firm shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately borne solely by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective Corporation and intent of this Section 14, the additional amount shall be paid immediately by the CompanyCorporation. Absent manifest error, or any Affiliate of all determinations made by the Company, as applicable, to Accounting Firm under this Paragraph 7(g) shall be final and binding upon the Corporation and Executive.

Section 280G. (a) In If any of the event that payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a change in control or the Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement, or otherwise (the “Benefit Arrangements”)) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and would, but for this Section 5.8, be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined by the Company undergoes (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code until no amount payable to the Executive will be subject to the Excise Tax, unless the Executive would receive a “greater after-tax amount by receiving all such 280G Payments without reduction pursuant to the foregoing provisions of this sentence. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis. If a change in ownership control occurs while the Company does not have stock that is readily tradeable on an established securities market or control” otherwise (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”regulation thereunder)) and all, or any portionupon the Executive’s request, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section will use its commercially reasonable efforts to seek and obtain stockholder approval with respect to any 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) G Payments so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does Tax would not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basisapply thereto. (b) All calculations and determinations made pursuant under this Section 14 will 5.8 shall be made at the Company’s or its Affiliates’ expense by an independent accounting firm or consulting group with experience in performing independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations regarding and determinations required by this Section 5.8, the applicability Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”)Code. For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of determinations under this Section 14, 5.8. The Company shall bear all costs the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction Tax Counsel may reasonably incur in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executiveconnection with its services.

Section 280G. (a) In 7.1 Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company undergoes to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a “change in ownership or control” (within the meaning of manner consistent with Section 280G of the Code and the applicable regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Aggregate Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (Code, then the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which Executive becomes subject to equal the Limited excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in Executive receiving a higher After Tax Amount (as defined below) than Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, in reverse chronological order beginning with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will the Aggregate Payments that are to be made at paid the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience furthest in performing calculations regarding time from consummation of the applicability of transaction that is subject to Section 280G and Section 4999 of the Code selected by Code: (1) cash payments not subject to Section 409A of the Company for such purpose Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). 7.2 For purposes of this Section 5, the “Independent Advisors”)After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Aggregate Payments. For purposes of such determinationsdetermining the After Tax Amount, no portion Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater maximum reduction in the Total Payments should have been made to implement the objective federal income taxes which could be obtained from deduction of such state and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivelocal taxes.

Section 280G. (a) In the event that the Company undergoes a “change in ownership control after it (or control” any of its Affiliates that would be treated, together with the Company, as a single corporation under Section 280G of the Code and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (“Section 280G”thereunder)) and , if all, or any portion, of the payments provided under this Award Agreement, either alone or together with other payments or benefits which the Executive Participant receives or is entitled to receive from the Company (collectively, the “Total Payments”)or an Affiliate, could constitute an “excess parachute payment” within the meaning of Section 280GG of the Code, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments thereof shall fail to be non-tax deductible for US federal income taxes by reason of under Section 280G of the Code (the “Limited Amount”), or (ii) if the amount of the Total Payments otherwise payable hereunder (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i)hereunder. If it is determined that the Limited Amount will maximize the EmployeeParticipant’s after-tax proceeds, the Total Payments payments and benefits shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409Apayments, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, and (iii) thirdfinally, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each casebenefits, with all such reductions done on a pro rata basis. (b) . All determinations made pursuant this Section 14 7(b) will be made at the Company’s or its Affiliates’ expense by an the independent public accounting firm most recently serving as the Company’s outside auditors or such other accounting or benefits consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by or firm as the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executivemay designate.

Section 280G. (ai) In Notwithstanding anything contained in this Agreement to the event contrary, to the extent that the Company undergoes a “change in ownership or control” (within the meaning of Section 280G of the Code payments and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments benefits provided under this AgreementAgreement and benefits provided to, either alone or together with for the benefit of, Employee under any other Company plan or agreement (such payments or benefits which the Executive receives or is entitled are collectively referred to receive from the Company (collectively, as the “Total PaymentsBenefits”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall ) would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Code, the Benefits shall be reduced (but not below zero) if and to the amount of all other applicable extent that a reduction in the Benefits would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local taxes (with income taxes and the Excise Tax), than if Employee received all computed at of the highest applicable marginal rate) Benefits (such reduced amount is greater than referred to hereinafter as the “Limited Benefit Amount”). Unless Employee shall have given prior written notice specifying a different order to the Company to effectuate the Limited Amount reduced Benefit Amount, any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by the amount first reducing or eliminating amounts which are payable from any cash severance, then from any payment in respect of all taxes applicable thereto an equity award that is not covered by Treas. Reg. Section 1.280G- 1 Q/A-24(b) or (with income taxes all computed at the highest marginal ratec), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be paid the amount of farthest in time from the Total Payments otherwise payable without regard to clause Determination (ias defined below). If it is determined that Any notice given by Employee pursuant to the Limited Amount will maximize preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Employee’s after-tax proceeds, rights and entitlements to any benefits or compensation. (ii) A determination as to whether the Total Payments Benefits shall be reduced to equal the Limited Benefit Amount in pursuant to this Agreement and the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) amount of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company and acceptable to Employee (the “Firm”) at the Company’s or expense. The Firm shall provide its Affiliates’ expense by an accounting firm or consulting group determination (the “Determination”), together with experience in performing detailed supporting calculations regarding and documentation to the applicability of Section 280G Company and Section 4999 Employee within ten business days of the Code selected date of termination of Employee’s employment, if applicable, or such other time as reasonably requested by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the ExecutiveEmployee.

Section 280G. (a) In Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in your Employment Agreement, in the event that the Company undergoes a any payments, distributions, benefits or entitlements of any type payable to you (“change in ownership or controlCIC Benefits”) (i) constitute “parachute payments” (within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard but for this paragraph would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then your CIC Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of Golden Parachute Tax Solutions LLC, or such other nationally recognized certified public accounting firm as may be designated by the Company (the “Accounting Firm”), that without such reduction you would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) that is greater than the Limited Amount reduced amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and you otherwise agree in writing, any determination required under this Section 19 shall be made in writing in good faith by the amount Accounting Firm. In the event of all taxes applicable thereto (with income taxes all computed at the highest marginal rate)a reduction of benefits hereunder, the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments benefits shall be reduced to equal by first reducing or eliminating the Limited Amount in portion of the following order: (i) first, CIC Benefits that are payable under this Award Agreement and then by reducing cash severance payments or eliminating the portion of the CIC Benefits that are exempt from Section 409A, (ii) second, payable in cash and then by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 or eliminating the non-cash portion of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409ACIC Benefits, in each case, in reverse order beginning with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will payments or benefits which are to be made at paid the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience furthest in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”)future. For purposes of such determinationsmaking the calculations required by this Section 19, no portion of the Total Payments shall be taken into account whichAccounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, in good faith interpretations concerning the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) application of the Code) or (z) constitutes , and other applicable legal authority. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 18, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this Section 19. In connection with making determinations under this Section 19, the Accounting Firm shall take into account the value of any reasonable compensation for services actually renderedto be rendered by you before or after the Change of Control, within including any non-competition provisions that may apply to you and the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction Company shall cooperate in the Total Payments should have been made to implement the objective and intent valuation of this Section 14any such services, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or including any Affiliate of the Company, as applicable, to the Executivenon-competition provisions.

Section 280G. (a) In At the event that request of Parent, and within ten (10) business days following the date of any such request, the Company undergoes will provide or make available to Parent a report detailing the possible tax consequences of Section 280G of the Code for any current or former employee, officer, director or individual independent contractor of the Company or any Subsidiary who is reasonably likely to be a “change in ownership or controldisqualified individual” (within the meaning of Section 280G of the Code and Code), which will be prepared by, ▇▇▇▇▇▇▇ & Marsal Holdings, LLC, BDO USA, LLP or another nationally recognized accounting firm reasonably acceptable to Parent. (b) To the regulations and guidance promulgated thereunder extent any “disqualified individual” (“within the meaning of Section 280G”)) and all, or any portion, G of the payments provided under this Agreement, either alone Code) will or together with may receive severance or other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), that could constitute an “excess parachute paymentpayments” within the meaning of Section 280GG of the Code as a result of the transactions contemplated by this Agreement, then the Executive shall be entitled Company will use reasonable best efforts to, subject to receive the affected individual’s consent, amend any Company Employee Plan with any such disqualified individual to provide that in the event the severance and other benefits payable to such individual (i) an amount limited (to constitute “parachute payments” within the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason meaning of Section 280G (of the “Limited Amount”)Code, or and (ii) if the amount of the Total Payments (without regard but for this sentence would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code Code, then such individual’s benefits will be either: (a) delivered in full, or (b) delivered to such lesser extent which would result in no portion of such benefits being subject to the “Excise Tax”) and excise tax under Section 4999 of the amount Code, whichever of all other the foregoing amounts, taking into account the applicable federal, state and local taxes (with income taxes all computed at and the highest applicable marginal rate) is greater than the Limited Amount reduced excise tax imposed by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Payments shall be reduced to equal the Limited Amount in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected Code, results in the receipt by the Company for such purpose (individual on an after-tax basis, of the “Independent Advisors”). For purposes greatest amount of benefits, notwithstanding that all or some portion of such determinations, no portion of the Total Payments shall benefits may be taken into account which, in the opinion of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of taxable under Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) 4999 of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the Company, as applicable, to the Executive.

Section 280G. (a) In Notwithstanding anything to the event contrary herein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively, “Payments”) would constitute an “excess parachute payment” to the Company undergoes a “change in ownership or control” (Executive within the meaning of Section 280G of the Code Code, and the regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided thus would not be deductible under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall be entitled to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard Code and would be subject to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code or any similar tax (the “Excise 280G Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), and if and only if the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s Executive would be in a better after-tax proceedsposition by reducing the Payments, the Total amounts payable hereunder shall be reduced to the extent necessary to eliminate any Payments or portion of the Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not subject to the excise tax imposed by Section 4999 of the Code. In such case, the Payments shall be reduced to equal so that the Limited Amount in total aggregate value of the following order: (i) first, by reducing cash severance payments Payments do not exceed 2.99 times the total value of the Executive’s average annualized compensation for the preceding five years. If the Company determines that are exempt from the Payments constitute “non-qualified deferred compensation” under Section 409A, (iiany reduction in the Payments required to be made pursuant to this Paragraph 4(a) secondshall be made first with respect to Payments payable in cash before being made in respect to any Payments to be provided in the form of benefits or equity award acceleration, by reducing other payments and in the form of benefits that are exempt from Section 409A before being made with respect to equity award acceleration, and in any case, shall be made with respect to which Q&A 24(c) of Section 1.280G-1 such Payments in inverse order of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, with all scheduled dates or times for the payment or provision of such reductions done on a pro rata basisPayments. (b) All determinations made pursuant this Section 14 will be made at the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience in performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by the Company for such purpose (the “Independent Advisors”). For purposes of such determinations, no portion of the Total Payments shall be taken into account which, in the opinion of If any dispute between the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) Executive as to any of the Code (including amounts to be determined under Paragraph 4(a), or the method of calculating such amounts, cannot be resolved by reason of Section 280G(b)(4)(A) of Executive and the Code) or (z) constitutes reasonable compensation for services actually renderedCompany, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to either the Company or Executive after giving three (B3) days written notice to the other, may refer the dispute to a lesser reduction tax partner in the Total Payments should have been made Boston, Massachusetts office of a firm of independent certified public accountants selected jointly by Executive and the Company. The determination of such partner as to implement the objective amount to be determined under Paragraph 4(a) and intent the method of this Section 14, the additional amount calculating such amounts shall be paid immediately by final and binding on Executive and the Company, or . The Company shall bear the costs of any Affiliate of the Company, as applicable, to the Executivesuch determination.

Section 280G. (ai) In the event that the Company undergoes amount of any compensation, payment or distribution by Mural to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a “change in ownership or control” (within the meaning of manner consistent with Section 280G of the Code and the applicable regulations and guidance promulgated thereunder (“Section 280G”)) and all, or any portion, of the payments provided under this Agreement, either alone or together with other payments or benefits which the Executive receives or is entitled to receive from the Company (collectively, the “Total Aggregate Payments”), could constitute an “excess parachute payment” within the meaning of Section 280G, then the Executive shall would be entitled subject to receive (i) an amount limited (to the minimum extent necessary) so that no portion of the Total Payments shall be non-deductible for US federal income taxes by reason of Section 280G (the “Limited Amount”), or (ii) if the amount of the Total Payments (without regard to clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (Code, then the “Excise Tax”) and the amount of all other applicable federal, state and local taxes (with income taxes all computed at the highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (with income taxes all computed at the highest marginal rate), the amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee’s after-tax proceeds, the Total Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to equal the Limited Amount excise tax imposed by Section 4999 of the Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher after tax amount than the Executive would receive if the Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order: (i) first, by reducing cash severance payments that are exempt from Section 409A, (ii) second, by reducing other payments and benefits that are exempt from Section 409A and to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, (iii) third, by reducing all remaining payments and benefits that are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to Section 409A, in each case, in reverse chronological order beginning with all such reductions done on a pro rata basis. (b) All determinations made pursuant this Section 14 will the Aggregate Payments that are to be made at paid the Company’s or its Affiliates’ expense by an accounting firm or consulting group with experience furthest in performing calculations regarding time from consummation of the applicability of transaction that is subject to Section 280G and Section 4999 of the Code Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). The determination as to whether a reduction in the Aggregate Payments shall be made pursuant to Section 5(b)(i) shall be made by a nationally recognized accounting firm selected by the Company for such purpose ▇▇▇▇▇ (the “Independent AdvisorsAccounting Firm”). For purposes of such determinations, no portion which shall provide preliminary detailed supporting calculations to Mural and the Executive at least 15 business days of the Total Payments shall be taken into account which, in the opinion Date of the Company and its legal advisors, (y) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (z) constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation. In the event it is later determined that (A) a greater reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the excess amount shall be returned immediately by the Executive to the Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and intent of this Section 14, the additional amount shall be paid immediately by the Company, or any Affiliate of the CompanyTermination, as applicable, to or at such earlier time as is reasonably requested by ▇▇▇▇▇ or the Executive. Any determination by the Accounting Firm shall be binding upon Mural and the Executive.