Common use of Section 280G Clause in Contracts

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute “parachute payments” In the event that the total amount of payments to be received by the Associate, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code and (bCode) would, but for this Section 14 would 18(a), be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments the amount of payments to be received by the Associate pursuant to this Agreement or otherwise shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to will cause the Employee without giving rise to the Excise Tax, whichever total amounts of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may payments not to be subject to the Excise Tax. Unless , but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company and for general audit purposes (the Employee otherwise agree“Audit Firm”) shall perform any calculations necessary in connection with this Section 18; provided that, if for any determination reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 14 will be made in writing by independent public accountants (18 shall provide its calculations, together with detailed supporting documentation, to the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee Associate and the Company for all purposeswithin fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that time by Associate or the Company) or such other time as requested by the Associate or the Company. For purposes If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of making the calculations Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by this Section 1418(a), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order unless the Associate elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and in a manner compliant with to the extent that such election does not violate Code Section 409A of the Code409A): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant); and (3) reduction grant date of other benefits paid or provided to Employeethe Associate’s stock awards unless the Associate elects in writing a different order for cancellation.

Section 280G. Notwithstanding anything contained in this Agreement If the aggregate of all amounts and benefits due to the contrary to the extent that any of the payments and benefits provided for Executive under this Agreement together with any payments or benefits under any other plan, program, agreement or arrangement between of the Company and or any of its affiliates, which, if received by the Employee (collectivelyExecutive in full, the “Payments”) would (a) constitute “parachute payments,” within the meaning of as such term is defined in and under Section 280G of the Code (collectively, “Change in Control Benefits”), reduced by all Federal, state and (b) but for this Section 14 would be subject to local taxes applicable thereto, including the excise tax imposed by pursuant to Section 4999 of the Code, or any interest or penalties with respect is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change in Control Benefits equal to such excise tax an amount which is $1.00 less than three (such excise tax, together with any such interest 3) times the Executive's “base amount,” as defined in and penalties, are hereinafter collectively referred to as determined under Section 280G of the “Excise Tax”)Code, then such Payments Change in Control Benefits shall be either: (i) delivered in full, reduced or (ii) reduced (but not below zero) eliminated to the maximum amount extent necessary so that could be paid to the Employee without giving rise to Change in Control Benefits received by the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results Executive will not constitute parachute payments. If a reduction in the receipt by the EmployeeChange in Control Benefits is necessary, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order unless the Executive elects in writing a different order, subject to the Company's consent (and in a manner compliant with Section 409A of the Codewhich shall not be unreasonably withheld or delayed): (1i) reduction severance payment based on multiple of base salary and/or Target Bonus; (ii) other cash payments, beginning with payments scheduled to occur soonest; (2iii) reduction any pro-rated bonus paid as severance; (iv) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A – 24(c); (v) any equity awards accelerated or otherwise valued at full value, provided such equity awards are not permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A – 24(c); (vi) acceleration of vesting of stock options with an exercise price that exceeds the then fair market value of stock subject to the option, provided such options are permitted to be valued under Treasury Regulations Section 1.280G-1 Q/A – 24(c); (vii) acceleration of vesting of all other stock options and equity awards (in reverse order of the date of the grant)awards; and (3viii) reduction of other benefits paid within any category, reductions shall be from the last due payment to the first. It is possible that after the determinations and selections made pursuant to the preceding paragraph that the Executive will receive Change in Control Benefits that are, in the aggregate, either more or provided less than the amounts contemplated by the preceding paragraph (hereafter referred to Employeeas an “Excess Payment” or “Underpayment,” respectively). If there is an Excess Payment, the Executive shall promptly repay the Company an amount consistent with this paragraph. If there is an Underpayment, the Company shall pay the Executive an amount consistent with this paragraph.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement otherwise payable to Executive, whether or arrangement between the Company and the Employee not pursuant to this Agreement, (collectively, the “Payments”) would (a1) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (b2) but for this Section 14 10, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 10 will be made in writing by independent public accountants a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes, other than in the event of manifest error. The Company shall request the Accountants to perform all necessary calculations promptly in connection with the applicable Change in Control or termination of employment. For purposes of making the calculations required by this Section 1410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall will occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)awards; and (3) reduction of other benefits paid or provided to Employee.Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any payments, distributions, benefits or entitlements of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the type payable to Employee (collectively, the “PaymentsCIC Benefits”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (bii) but for this Section 14 paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments Employee’s CIC Benefits shall be either: reduced to such lesser amount (ithe “Reduced Amount”) delivered that would result in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some no portion of such Payments may be 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 prior to a Change of Control (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 that is greater than the amount, on a net after tax basis, that Employee would be entitled to retain upon receipt of the Reduced Amount. Unless the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will 6(g) shall be made in writing by independent public accountants (the “Accountants”) chosen in good faith by the CompanyAccountants. In the event of a reduction of benefits hereunder, whose determination will benefits shall be conclusive reduced by first reducing or eliminating the portion of the CIC Benefits that are payable in cash under Section 6(d)(ii) and binding 6(d)(iii) and then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (absent manifest error) upon the Employee and the Company for all purposeswhether payable in cash or in kind). For purposes of making the calculations required by this Section 146(g), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Employee agree to shall furnish to the Accountants such information and documents as the Accountants may reasonably request require in order to make a determination under this Section 14. The 6(g), and the Company will shall bear the cost of all costs fees the Accountants may reasonably incur charge in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant6(g); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee Executive (collectively, the “Payments”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Code and (bii) but for this Section 14 11, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise taxthen, together with any such interest the Executive’s severance and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments other benefits under this Agreement shall be either: payable either (i) delivered in full, or (ii) reduced (but not below zero) as to such lesser amount which would result in no portion of such severance and other benefits being subject to the maximum amount that could be paid to excise tax under Section 4999 of the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)tax imposed by Section 4999 of the Code, results in the receipt by the Employee, Executive on an after-tax basis, basis of the greatest amount of the Paymentsseverance benefits under this Agreement, notwithstanding that all or some portion of such Payments severance benefits may be subject taxable under Section 4999 of the Code. Any reduction shall be made in the following order: (i) reduction of cash payments, (ii) cancellation of accelerated vesting of equity awards, and (iii) reduction of other benefits payable to the Excise TaxExecutive. Unless the Company Corporation and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 will 11 shall be made in writing by the Corporation’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company Corporation for all purposes. For purposes of making the calculations required by this Section 1411, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Corporation and Employee agree to the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 1411. The Company will Corporation shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee11.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to To the extent that any amount payable to Executive hereunder, as well as any other “parachute payment” as such term is defined under Section 280G (collectively with the regulations promulgated thereunder, “Section 280G”) of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectivelyCode, payable to Executive ( the “Covered Payments”) would (a) constitute “parachute payments” within ), exceeds the meaning limitations of Section 280G of the Code and (b) but for this Section 14 would be subject to the such that an excise tax will be imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall then, before making the Covered Payments, a calculation will be either: made comparing (i) delivered in full, or the Net Benefit (as defined below) to Executive of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to Executive if the Covered Payments are limited to the extent necessary to avoid being subject to the Excise Tax. Only if the amount calculated under (i) above is less than the amount under (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. “Net Benefit” will mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment and excise taxes. Any such reduction will be made by the Company in its sole discretion consistent with the requirements of Section 409A of the Code. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts will be reduced (but not below zero) on a pro rata basis. Notwithstanding the foregoing, the Board (or a committee of the Board composed entirely of independent directors) may, in its sole discretion and on a case-by-case basis, approve a gross-up payment (a “Limited Gross-Up”) to Executive in an amount sufficient to place Executive in the same after-tax position as if no Excise Tax had been imposed, but only to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and extent the Excise Tax results from a reduced base amount due to (and any equivalent state i) a limited period of service with the Company prior to the Change in Control, or local excise taxes), results in the receipt by the Employee, on an after(ii) other structural features not attributable to Executive’s actions or compensation demands. Any such Limited Gross-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may Up shall be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant compliance with Section 409A of the Code): (1) reduction of cash payments, beginning and may be conditioned upon Executive providing reasonable cooperation with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid tax planning or provided to Employeemitigation strategies.

Section 280G. Notwithstanding anything contained in this Agreement to If the contrary to the extent that any present value of the payments and benefits provided for under this Agreement your severance benefits, either alone or together with any other payments or benefits under any other agreement or arrangement between which you have the right to receive from the Company and the Employee (collectively, the “PaymentsBenefits”) would (a) constitute a “parachute paymentspayment” within the meaning of as defined in Section 280G of the Code and Code, then your Benefits shall be either (bi) but for this Section 14 provided to you in full, or (ii) provided to you only as to such lesser extent that would be result in no portion of such Benefits being subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state state, and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)Tax, results in the receipt by the Employeeyou, on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments Benefits may be subject to taxable under the Excise Tax. Unless the Company and the Employee you otherwise agree, any determination required under this Section 14 will section shall be made in writing in good faith by the Company’s independent public accountants accounting firm or such other nationally or regionally recognized accounting firm selected by the Company (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee you and the Company for all purposes. In the event that a reduction to the Benefits under this section, the reduction shall apply first to the Benefits that are not deferred compensation subject to Section 409A of the Code and you shall be given the choice, subject to approval by the Company, of which of such Benefits to reduce; provided, that such reduction achieves the result specified in clause (ii) above of this section. If a reduction in the Benefits that are subject to Section 409A of the Code is required, such Benefits shall be reduced pro rata, but with no change in the time at which such Benefits shall be paid. For purposes of making the calculations required by this Section 14section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeesection.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute “parachute payments” In the event that the total amount of payments to be received by the Executive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code and (bCode) would, but for this Section 14 would 21(a), be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments the amount of payments to be received by the Executive pursuant to this Agreement shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to will cause the Employee without giving rise to the Excise Tax, whichever total amounts of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may payments not to be subject to the Excise Tax. Unless , but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The accounting firm engaged by the Company and for general audit purposes shall perform any calculations necessary in connection with this Section 21. The Company shall bear all expenses with respect to the Employee otherwise agree, any determination determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company21 shall provide its calculations, whose determination will be conclusive and binding (absent manifest error) upon the Employee together with detailed supporting documentation, to Executive and the Company for all purposeswithin 15 calendar days after the date on which Executive’s right to a payment contingent on a change in control is triggered (if requested at that time by Executive or the Company) or such other time as requested by Executive or the Company. For purposes If the accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish Executive and the Company with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of making the calculations accounting firm made hereunder shall be final, binding, and conclusive upon Executive and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by this Section 1421(a), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and in a manner compliant with to the extent that such election does not violate Code Section 409A of the Code409A): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant); and (3) reduction grant date of other benefits paid or provided to EmployeeExecutive’s stock awards unless Executive elects in writing a different order for cancellation.

Section 280G. Notwithstanding anything contained in any other provision of this Agreement to the contrary contrary, in the event that the amount of severance and other benefits payable to the extent that any of the payments and benefits provided for 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 payments, awards or benefits payable under any other plan, program, arrangement or agreement or arrangement between maintained by the Company and the Employee or one of its affiliates, would constitute an “excess parachute payment” (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and Code), the payments under this Agreement shall be reduced (bby the minimum possible amount) but for until no amount payable to Executive under this Agreement constitutes an “excess parachute payment” (within the meaning of Section 14 would be subject to the excise tax imposed by Section 4999 280G of the Code); provided, or any interest or penalties with respect to however, that no such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments reduction shall be either: made if the net after-tax payment (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, after taking into account the applicable federal, state 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 payment (after taking into account federal, state, local or other income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in ) to Executive resulting from the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Taxpayments with such reduction. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 will shall be made in writing writing, by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 14Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14Section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeSection.

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary contrary, in the event that any payment or benefit received or to be received by the Executive (whether pursuant to the extent that terms of this Agreement or any of the other plan, arrangement or agreement) (all such payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, being hereinafter referred to as the “Total Payments”) would be subject (a) constitute in whole or part), to the excise tax imposed under Section 4999 of the Code (the “parachute payments” within Excise Tax”), then, after taking into account any reduction in the meaning Total Payments provided by reason of Section 280G of the Code and (b) but for this Section 14 would 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 imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: Tax but only if (i) delivered in fullthe net amount of such Total Payments, or (ii) as so reduced (but not below zero) to and after subtracting the maximum net amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes on such reduced Total Payments and employment 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 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 Excise Tax (and any equivalent state or local excise taxes), results to which Executive would be subject in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion respect of such unreduced Total Payments may and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (b) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax. Unless , (i) no portion of the Company 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 Employee otherwise agreemeaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, any determination required under this Section 14 will be made in writing by independent public accountants the written opinion of an independent, nationally recognized accounting firm (the “AccountantsIndependent Advisors”) chosen selected by the Company, whose determination will be conclusive and binding does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (absent manifest errorincluding by reason of Section 280G(b)(4)(A) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to ) and, in calculating the Accountants Excise Tax, no portion of such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Total Payments required by this provision shall occur be taken into account which, in the following order (and in a manner compliant with opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 409A 280G(b)(4)(B) of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order excess of the date “base amount” (as defined in Section 280G(b)(3) of the grant)Code) allocable to such reasonable compensation; and (3iii) reduction the value of other benefits paid any non-cash benefit or provided to Employeeany deferred payment or benefit included in the Total Payments shall be determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that 6.1 If any of the payment or benefit (including payments and benefits provided for under pursuant to this Agreement together Agreement) that Executive would receive in connection with any payments or benefits under any other agreement or arrangement between a Change in Control from the Company and the Employee or otherwise (collectively, the “PaymentsTransaction Payment”) would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”); and (b) but for this the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 14 would be subject to the excise tax imposed by Section 4999 280G(b)(3) of the Code, 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 TaxParachute Threshold”)) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then such the Transaction Payments payable to Executive shall be either: (i) delivered in full, or (ii) reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the PaymentsParachute Threshold, notwithstanding that all or some portion of such reducing first any Transaction Payments may be subject to the Excise Tax. under Sections 5.5(a) and (b) hereof. 6.2 Unless Executive and the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will section shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For Subject to Section 8.4, for purposes of making the calculations required by this Section 14section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Employee agree Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required section as well as any costs incurred by this provision shall occur in Executive with the following order (Accountants for tax planning under Sections 280G and in a manner compliant with Section 409A 4999 of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement otherwise payable to Executive, whether or arrangement between the Company and the Employee not pursuant to this Agreement, (collectively, the “Payments”) would (a1) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (b2) but for this Section 14 10, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 10 will be made in writing by independent public accountants a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes, other than in the event of manifest error. The Company shall request the Accountants to perform all necessary calculations promptly in connection with the applicable Change in Control or termination of employment. For purposes of making the calculations required by this Section 1410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall will occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)awards; and (3) reduction of other benefits paid or provided to EmployeeExecutive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accountants shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations.

Section 280G. Notwithstanding anything contained in this Agreement Any provision of the Plan to the contrary to the extent that notwithstanding, if any of the payments and benefits provided for under this Agreement together with any payments payment or benefits under any other agreement or arrangement between benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Employee Plan or otherwise (collectively, the a “PaymentsPayment”) would (ai) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (bii) but for this Section 14 would sentence, be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall Payment will be either: (i) delivered in full, or (ii) reduced (but not below zero) equal to the maximum amount Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that could be paid to would result in no portion of the Employee without giving rise Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise Tax (and any equivalent state or local excise taxesall computed at the highest applicable marginal rate), results in the receipt by the Covered Employee’s receipt, on an after-tax basis, of the greatest amount of the Payments, greater economic benefit notwithstanding that all or some portion of such Payments the Payment may be subject to the Excise Tax. Unless If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Company and Payment equals the Employee otherwise agreeHigher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any determination required under this reduction shall comply with Section 14 409A including, but not limited to, the ordering of any such reduction. In no event will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 8. The Company will be conclusive and binding (absent manifest error) upon use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order within fifteen (and in a manner compliant with Section 409A of the Code): (115) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of calendar days after the date of on which the grant); and Covered Employee’s right to a Payment is triggered (3if requested at that time by the Covered Employee or the Company) reduction of or such other benefits paid time as requested by the Covered Employee or provided to Employeethe Company.

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the extent that any terms of the payments and benefits provided for under this Agreement together with any or otherwise) (such benefits, payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the distributions are hereinafter referred to as “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such then, prior to the making of any Payments shall to Executive, a calculation will be either: made comparing (i) delivered in full, or (ii) reduced (but not below zero) the net after-tax benefit to Executive of the maximum amount that could be paid to the Employee without giving rise to Payments after payment by Executive of the Excise Tax, whichever of to (ii) the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an net after-tax basis, of benefit to Executive if the greatest amount of Payments had been limited to the Payments, notwithstanding that all or some portion of such Payments may be extent necessary to avoid being subject to the Excise Tax. Unless If the Company and amount calculated under clause (i) of the Employee otherwise agreeimmediately preceding sentence is less than the amount calculated under clause (ii) thereof, any determination required under this Section 14 then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”). (b) The reduction of the Payments, if applicable, will be made in writing by independent public accountants (the “Accountants”) chosen by the Companyfirst reducing cash Payments and then, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such information and documents Payments as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grantChange of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”); . For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, 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 constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (3c) reduction All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of other benefits the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive. (d) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group 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 will be required if and to Employeethe extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (e) To the extent requested by Executive, the Bank will cooperate with the Executive in good faith in valuing, and the Determination Firm will take into account the value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of Parent or the Bank (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any payments, distributions, benefits or entitlements of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the type payable to Employee (collectively, the “Total Payments”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Code and (bii) but for this Section 14 paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such the Total Payments shall be either: (ia) delivered provided in full, or (iib) reduced (but not below zero) provided as to the maximum amount that could be paid to the Employee without giving rise such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)Tax, results in the Employee’s receipt by the Employee, on an after-tax basis, basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of such the Total Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by independent public accountants the Company (with approval of Employee) (the “Accountants”) chosen ). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the Company, whose determination will be conclusive portion of the Total Payments that are payable in cash under Section 6 and binding then by reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (absent manifest error) upon the Employee and the Company for all purposeswhether payable in cash or in kind). For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Employee agree to shall furnish to the Accountants such information and documents as the Accountants may reasonably request require in order to make a determination under this Section 14. The , and the Company will shall bear the cost of all costs fees the Accountants may reasonably incur charge in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. (i) Notwithstanding anything contained any other provisions of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement to the contrary to the extent that any of or otherwise (all such payments and benefits, including the payments and benefits provided for under Section 4 of this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectivelyAgreement, being hereinafter referred to as the “Total Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 ), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such the Total Payments shall be either: to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, but only if (iA) delivered in fullthe net amount of such Total Payments, or (ii) as so reduced (but not below zero) to and after subtracting the maximum net amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state 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 such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Total Payments and the amount of the Excise Tax to which 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). (ii) The payment reduction contemplated in this Section 8(d) shall be implemented by reducing the payments/benefits in the same order as they are received by Employee. If several payments/benefits are received simultaneously and any equivalent state or local excise taxestheir collective amount exceeds the remaining amount of reduction hereunder, such payments shall be reduced ratably, proportional to their individual amount. (iii) All determinations regarding the application of this Section 8(d) shall be made by a nationally recognized accounting firm selected by the Company (the “Accounting Firm”), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any final determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose Internal Revenue Service or the court of competent jurisdiction if and when such final determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposesoccurs. For purposes of making determinations, no portion of the calculations required Total Payments shall be taken into account which, in the opinion of the Accounting Firm (A) does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by this reason of Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 280G(b)(4)(A) of the Code. The Company and Employee agree to furnish to ) or (B) constitutes reasonable compensation for services actually rendered, within the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this meaning of Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A 280G(b)(4)(B) of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order excess of the date “base amount” (as defined in Section 280G(b)(3) of the grant); Code) allocable to such reasonable compensation. The costs of obtaining such determination and all related fees and expenses (3including related fees and expenses incurred in any later audit) reduction of other benefits paid or provided to Employeeshall be borne by the Company.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee otherwise payable to Executive (collectively, the “Payments”) would (a1) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b2) but for this Section 14 7(e), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments payments and benefits shall be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 7(e) will be made in writing by independent public accountants a nationally-recognized accounting firm selected jointly by the Company and Executive (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 147(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)awards; and (3) reduction of other benefits paid or provided to EmployeeExecutive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award shall be reduced on a pro-rata basis. The Company and Executive agree that (A) any payments and benefits to which Executive is entitled pursuant to Section 7 are compensation for Executive’s compliance with the restrictive provisions of Section 10 and (B) the Company shall make reasonable efforts to mitigate the payments and benefits that would be subject to the excise tax imposed by Section 4999 of the Code and to maximize the net after-tax proceeds received by Executive; provided that such actions do not result in payment of any increased compensation to Executive, do not provide for any gross-up or indemnity for potential excise taxes and do not reduce the payments and benefits to which Executive is otherwise entitled (except as required pursuant to this Section 7(e)).

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent in this Agreement, Employee expressly agrees that any of if the payments and benefits provided for under in this Agreement together with any payments or benefits under any other agreement or arrangement between payments and benefits that Employee has the Company right to receive from the Employers and the Employee their Affiliates (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G(b)(2) would of the Code), then the Payments shall be either (a) constitute “parachute payments” within reduced (but not below zero) so that the meaning of Section 280G present value of the Code Payments will be one dollar ($1.00) less than three times Employee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and (b) but for this Section 14 would so that no portion of the Payments received by Employee shall be subject to the excise tax imposed by Section 4999 of the Code, Code 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 such Payments shall be either: (ib) delivered paid in full, or (ii) reduced (but not below zero) to whichever produces the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an better net after-tax basisposition to Employee. The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the greatest amount Code and then reducing any Payments subject to Section 409A of the Payments, notwithstanding that all or some portion of Code in the reverse order in which such Payments may 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). The professional firm engaged by the Company for general tax purposes as of the day prior to the date of the event that might reasonably be anticipated to result in Payments that would otherwise be subject to the Excise Taxexcise tax will perform the foregoing calculations. Unless If the tax firm so engaged by the Company and is serving as accountant or auditor for the Employee otherwise agreeacquiring company, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making will appoint a nationally recognized tax firm to make the calculations determinations required by this Section 14, 6(k). The Company will bear all expenses with respect to the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Codedeterminations by such firm required to be made by this Section 6(k). The Company and Employee agree to shall furnish to the Accountants such tax firm such information and documents as the Accountants tax firm may reasonably request in order to make a determination under this Section 14its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14and Employee as soon as practicable following its engagement. Any reduction in Payments required by this provision shall occur in the following order (and in If a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid reduced Payment is made or provided and, through error or otherwise, that Payment, when aggregated with other payments and benefits from Employers (or their Affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Employee’s base amount, then Employee shall immediately repay such excess to Employeethe Company.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to (a) To the extent that any payment or distribution to or for the benefit of the payments and benefits provided for under Executive pursuant to the terms of this Agreement together with any payments or benefits under 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 arrangement between effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company and or such person, whether paid or payable or distributed or distributable pursuant to the Employee terms of this Agreement or otherwise (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 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 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 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 indirectly alter the time or method of payment of any interest amount that is deferred compensation subject to (and not exempt from) Section 409A. (b) All determinations required to be made under this Section 4, including whether and when the 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 penalties other nationally recognized consulting firm with respect 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 receipt of notice from the Company or Executive that there has been a Payment, or such excise tax earlier time as is requested by the Company (such excise taxcollectively, together with any such interest and penaltiesthe “Determination”). In the event that the Calculating Firm is serving as accountant, are hereinafter collectively 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 (which accounting firm shall then be referred to as the “Excise Tax”Calculating Firm hereunder), then such Payments . All fees and expenses of the Calculating Firm shall be either: (i) delivered borne solely by the Company and the Company shall enter into any agreement requested by the Calculating Firm in full, 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 (ii) reduced (but not below zero) to disputes with the maximum amount that could be paid to the Employee without giving rise Internal Revenue Service relating to the Excise Tax, whichever of the foregoing amountsand Executive shall cooperate, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen extent his or her reasonable out-of pocket expenses are reimbursed by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and with any reasonable requests by the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid such contests or provided to Employeedisputes.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that 6.1 If any of the payment or benefit (including payments and benefits provided for under pursuant to this Agreement together Agreement) that Executive would receive in connection with any payments or benefits under any other agreement or arrangement between a Change in Control from the Company and the Employee or otherwise (collectively, the “PaymentsTransaction Payment”) would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”); and (b) but for this the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 14 would be subject to the excise tax imposed by Section 4999 280G(b)(3) of the Code, 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 TaxParachute Threshold”)) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then such the Transaction Payments payable to Executive shall be either: (i) delivered in full, or (ii) reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the PaymentsParachute Threshold, notwithstanding that all or some portion of such reducing first any Transaction Payments may be subject to the Excise Tax. under Sections 5.5(a) and (b) hereof. 6.2 Unless Executive and the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will section shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For Subject to Section 8.4 of this Agreement, for purposes of making the calculations required by this Section 14section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Employee agree Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required section as well as any costs incurred by this provision shall occur in Executive with the following order (Accountants for tax planning under Sections 280G and in a manner compliant with Section 409A 4999 of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. (a) Notwithstanding anything contained in this Employment Agreement to the contrary 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 payments and benefits provided for under this Agreement together with Company, any payments Person who acquires ownership or benefits under any other agreement or arrangement between effective control of the Company and or ownership of a substantial portion of the Employee Company’s assets (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Employment Agreement or otherwise (bthe “Payments”) but for this constitute “parachute payments” (within the meaning of Section 14 would be subject to 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), 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 the Code) to only three times the Executive’s “base amount” (within the meaning of Section 280G of the Code), less $1.00, then (iii) such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) if and to the maximum amount extent necessary so that could no Payments to be paid made or benefit to be provided to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may Executive shall be subject to the Excise Tax. Unless All determinations required to be made under this Section 7.2 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) agreed upon by the Company and the Employee otherwise agreeExecutive (the “Accounting Firm”), any which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the amount of each Payment) and such other information as the Executive shall reasonably request or need to make the determination required of the Executive under this Section 14 will be made in writing by independent public accountants 7.2 both to the Company and the Executive within thirty (30) business days after the “Accountants”) chosen Termination Date (or such earlier time as is requested by the Company, whose determination will be conclusive ) and binding (absent manifest error) upon an opinion to the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and Executive that he has substantial authority not to report any Excise Tax imposed under section 4999 of the CodeCode on his federal income tax return with respect to the Payments (as eliminated or reduced, if applicable, under such initial determination). The Any such determination by the Accounting Firm shall be binding upon the Company and Employee agree the Executive. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Payments subject to furnish clause (C) 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 Accountants such information portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 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 documents as selections made pursuant to this Section 7.2 the Accountants may reasonably request Executive will receive Payments that are, in order to make a determination the aggregate, either more or less than the amount provided under this Section 147.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). The Company will bear all costs If it is 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 Accountants may reasonably incur Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in connection with any calculations contemplated by this and under Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A 1274(d) of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of from the date of the grant); and Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (3i) reduction by a court or (ii) by the Accounting Firm upon request by a Party, that an Underpayment has occurred, the 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 paid to the Executive had the provisions of other benefits paid or provided to Employeethis Section 7.2 not been applied until the date of such payment.

Section 280G. Notwithstanding anything contained in this Agreement to (a) In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under provided or to be provided by EMPLOYER or any other agreement affiliate of EMPLOYER to EXECUTIVE or arrangement between for EXECUTIVE’s benefit pursuant to the Company and the Employee terms of this Agreement or otherwise (collectively, the “Covered Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code (or any successor provision thereto) (“280G”) and (b) would, but for this Section 14 would 7, be subject to the excise tax imposed by Section 4999 of the Code, Internal Revenue 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 excise tax taxes (such excise taxcollectively, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then prior to making the Covered Payments the parties will, to the extent practicable and reasonable, take such action and execute such documents as may be necessary to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, and in the event (but only in the event) it is not practicable and reasonable to take such action and execute such documents or it is not reasonably possible to ensure that none of the Covered Payments will constitute “parachute payments” within the meaning of 280G, then a calculation shall be either: made comparing (i) delivered in full, or the Net Benefit (as defined below) to EXECUTIVE of the Covered Payments after payment of the Excise Tax to (ii) the Net Benefit to EXECUTIVE if the Covered Payments are reduced (but not below zero) to the maximum amount that could be paid extent necessary to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be avoid being subject to the Excise Tax. Unless Only if the Company amount calculated under clause (i) above is less than the amount calculated under clause (ii) above will the Covered Payments be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. The term “Net Benefit” shall mean the present value of the Covered Payments net of all federal, state, local, foreign income, employment, and the Employee otherwise agree, any determination required under excise taxes. Any reduction made pursuant to this Section 14 will 7 shall be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant determined by EMPLOYER that is consistent with Section 409A the requirements of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.409A.

Section 280G. (a) Notwithstanding anything contained in this Agreement or any other plan or agreement to the contrary contrary, in the event that any payment or benefit received or to be received by Employee (whether pursuant to the extent that terms of this Agreement or any of the other plan, arrangement or agreement) (all such payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectivelybenefits, the “Total Payments”) would not be deductible (ain whole or in part) constitute “parachute payments” within the meaning by Company or any affiliate thereof making such payment or providing such benefit as a result of Section 280G of the Code and (b) but for this Section 14 would be subject Code, then, to the excise extent necessary to make such portion of the Total Payments deductible, the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A shall first be reduced (if necessary, to zero), 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, but only if (i) the net amount 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 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 tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zerosimilar state and local laws) to the maximum amount that could which Employee would be paid to the Employee without giving rise to the Excise Tax, whichever subject in respect of the foregoing amounts, such unreduced Total Payments and after taking into account the applicable federal, state phase out of itemized deductions and local income and employment taxes and the Excise Tax personal exemptions attributable to such unreduced Total Payments). (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any b) Any determination required under this Section 14 will 18 shall be made in writing by independent public accountants an accounting firm selected by Company (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes). For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 1418. The Company will bear all costs For purposes of making the calculations and determinations required by this Section 18, the Accountants may reasonably incur in connection with any calculations contemplated by this rely on reasonable, good faith assumptions and approximations concerning the application of Section 14. Any reduction in Payments required by this provision shall occur in the following order (280G and in a manner compliant with Section 409A 4999 of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); . The Accountants’ determinations shall be final and (3) reduction of other benefits paid or provided to binding on Company and Employee.

Section 280G. Notwithstanding anything contained in any other provision of this Agreement 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 prior to the contrary 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 as determined in accordance with the regulations promulgated under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), 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 set forth in a certificate delivered to you not less than ten Business Days prior to the extent that any 280G Change of Control setting forth in reasonable detail the basis of the payments and Accountant’s calculations (including any assumptions that the Accountant made in performing the calculations), that part or all of the consideration, compensation or benefits provided for to be paid to you under this Agreement letter agreement constitute “parachute payments” under Section 280G(b)(2) of the Code, then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any payments consideration, compensation or benefits to be paid to you under any other plan, arrangement or agreement or arrangement between the Company and the Employee which constitute “parachute payments” (collectively, the “PaymentsParachute Amount”) exceeds the maximum amount that would (a) constitute not give rise to any liability under Section 4999 of the Code, the amounts constituting “parachute payments” within which would otherwise be payable to you or for your benefit shall be reduced to the meaning of maximum amount that would not give rise to any liability under Section 280G 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, on a net after- tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the 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 280G Change of Control. (b) but 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 14 6, the 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 (whether pursuant to this letter agreement or otherwise) 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 extent permitted 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) As a result of the uncertainty in the application of 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 “Underpayment”), 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 you 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 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. (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 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, 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 such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement herein to the contrary to contrary, in the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits paid or payable hereunder or otherwise, including, but not limited to, under any other agreement or arrangement between the Company and Prior Employment Agreement, to the Employee Executive (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (b) but for this Section 14 sentence, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall will be either: (i) delivered in full, or (ii) reduced (but not below zero) to be equal to the maximum amount that could be paid Reduced Amount if and to the Employee without giving rise to extent that a reduction in the Excise TaxPayments would result in the Executive retaining a larger amount, whichever of the foregoing amounts, on an after-tax basis (taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxesTax), results in than if the receipt by Executive received the Employee, on an after-tax basis, of the greatest entire amount of the Payments, notwithstanding that all or some portion of such Payments may in accordance with their existing terms. The “Reduced Amount” will be the largest portion of the Payments that would result in no portion of the Payments being subject to the Excise Tax. If there is a reduction of payments to the Reduced Amount under this Section 7, such reduction will occur in the following order: (i) reduction of the Second Retention Bonus (if and to the extent considered a “parachute payment”); (ii) reduction of the First Retention Bonus (if and to the extent considered a “parachute payment”); (iii) reduction of cash severance benefits and other cash “parachute payments”, in the reverse order of the date such payments are due. The Executive may not exercise any discretion with respect to the ordering of any reductions of payments or benefits under this Section 7. Unless the Company and the Employee Parties otherwise agreeagree in writing, any determination required under this Section 14 will 7 shall be made in writing by the Company’s or an affiliate’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 147, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Codetaxes. The Company and Employee agree to Parties shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 147. The Company will shall bear all costs incurred for and by the Accountants may reasonably incur in connection with any calculations or determinations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee7.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that (a) If any of the payments and or benefits provided for under 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 together with any payments or benefits under any other agreement plan, arrangement or arrangement between the Company and the Employee agreement, or otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) would (a) constitute “parachute payments” within the meaning of Section Code section 280G of the Code and (b) but for this Section 14 would will be subject to the excise tax imposed by Section under Code section 4999 of the Code, 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 such 280G Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) by the minimum amount required so that no amount payable to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may Executive will be subject to the Excise Tax. Unless Tax (with the Company cash severance under this Agreement to be reduced first and with any further reductions that may be required to be determined by Tax Counsel (as defined below) in a manner that minimizes the Employee otherwise agree, any determination required impact to the Executive). (b) All calculations and determinations under this Section 14 will 5.9 shall be made in writing by an independent public accountants accounting firm or independent tax counsel appointed by the Bank (the “AccountantsTax Counsel”) chosen by the Company, whose determination will determinations shall be conclusive and binding (absent manifest error) upon on the Employee MHC, the Bancorp and the Company Executive for all purposes. For purposes of making the calculations and determinations required by this Section 145.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Code sections 280G and 4999 of the Code4999. The Company MHC, the Bancorp and Employee agree to the Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 145.9. The Company will MHC and the Bancorp shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by its services. (c) The MHC’s and the Bancorp’s obligations under this Section 14shall not be conditioned upon the Executive’s termination of employment. Any reduction in Payments required by this provision shall occur By way of example, in the following order (event of a Change in Control that does not result in Executive’s termination of employment or entitlement to severance benefits under this Agreement, but which causes the accelerated vesting of any shares of restricted stock, stock options or other awards issued to the Executive giving rise to an Excise Tax, the MHC’s and in a manner compliant the Bancorp’s obligations under this Section shall apply with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled respect to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeesuch accelerated vesting.

Section 280G. Notwithstanding anything contained in this Agreement Prior to the contrary Closing, Seller shall have obtained valid Parachute Payment Waivers and solicited the required stockholder votes (including at such time or times as requested by ▇▇▇▇▇ (provided ▇▇▇▇▇ believes in good faith that the 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 the extent that any Buyer) in respect of the payments and benefits provided for under this Agreement together 280G Proposal, in each case, in accordance with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of 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 “disqualified individual” of Seller (determined in accordance with Section 280G of the Code and the regulations and authorities promulgated thereunder) that Seller, subject to Buyer’s reasonable approval, determines may constitute, individually or in the aggregate, “parachute payments” under Section 280G of the Code (including because such payments or benefits either (a) are exempt from the definition of “parachute payment” pursuant to valid stockholder solicitation and approval of the 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 (b) but for this Section 14 would be subject are no longer payable pursuant to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered valid and irrevocable Parachute Payment Waivers of such payments by such disqualified individuals (which waivers remain in full, or effect as of immediately prior to the Closing) made in accordance in all applicable respects with Section ‎‎4.13 and Section 280G of the Code and applicable rulings and regulations thereunder and (ii) reduced (but not below zero) a failure to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever obtain a valid stockholder approval of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grantProposal); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement to the contrary Agreement, to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between Executive and the Company and the Employee (collectively, the “Payments”) would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code and (bii) but for this Section 14 11, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as then the “Excise Tax”), then such Payments shall be either: payable either (i) delivered in full, full or (ii) reduced (but not below zero) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)tax imposed by Section 4999, results in the Executive’s receipt by the Employee, on an after-tax basis, of the greatest amount of the Paymentseconomic benefits under this Agreement, notwithstanding that all or some portion of such Payments benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless Executive and the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will 11 shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose reasonable determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 1411, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Executive and the Company and Employee agree to shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 1411. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any If a reduction in Payments required by this provision is necessary so that no portion of the Payments is subject to the excise tax under Section 4999 of the Code, reduction shall occur in the following order (manner that results in the greatest economic benefit to Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. If this Section 11 is applied to reduce an amount payable to Executive, and the Internal Revenue Service successfully asserts that, despite the reduction, Executive has nonetheless received payments which are in a manner compliant with Section 409A excess of the Code): (1) reduction maximum amount that could have been paid to her without being subjected to any excise tax, then, unless it would be unlawful for the Company make such a loan or similar extension of cash paymentscredit to Executive, beginning with payments scheduled Executive may repay such excess amount to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the Company though such amount constitutes a loan to Executive made at the date of payment of such excess amount, bearing interest at 120% of the grantapplicable federal rate (as determined under section 1274(d) of the Code in respect of such loan); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement otherwise payable to Executive, whether or arrangement between the Company and the Employee not pursuant to this Agreement, (collectively, the “Payments”) would (a1) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (b2) but for this Section 14 10, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed ​ ​ by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 10 will be made in writing by independent public accountants a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes, other than in the event of manifest error. The Company shall request the Accountants to perform all necessary calculations promptly in connection with the applicable Change in Control or termination of employment. For purposes of making the calculations required by this Section 1410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall will occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)awards; and (3) reduction of other benefits paid or provided to EmployeeExecutive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accountants shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any payments, distributions, benefits or entitlements of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee type payable to Executive (collectively, the “PaymentsTermination Benefits”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (bii) but for this Section 14 5(g) would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments Executive’s Termination Benefits shall be either: reduced to such lesser amount (ithe “Reduced Amount”) delivered that would result in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, whichever based on the advice of a nationally recognized accounting firm selected by the Company (the “Accountants”), that without such reduction Executive 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 foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxesCode), results in an amount that is greater than the receipt by the Employeeamount, on an a net after-tax basis, that Executive would be entitled to retain upon receipt of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise TaxReduced Amount. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 will 5(g) shall be made in writing by independent public accountants (the “Accountants”) chosen in good faith by the CompanyAccountants. In the event of a reduction of benefits hereunder, whose determination will benefits shall be conclusive and binding (absent manifest error) upon reduced in the Employee and order that results in the Company for all purposesgreatest economic benefit to Executive in a manner that would not result in subjecting Executive to additional taxation under Section 409A of the Code. For purposes of making the calculations required by this Section 14paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Employee agree to Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request required in order to make a determination under this Section 14. The paragraph, the Company will shall bear the cost of all costs fees the Accountants may reasonably incur charge in connection with any calculations contemplated by this Section 145(g). Any reduction in Payments required by this provision In no event shall occur in Executive be entitled hereunder to a gross up from the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled Company to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided cover any Excise Tax to Employeewhich he may be subject.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to contrary, if Executive is a "disqualified individual" (as defined in Section 280G(c) of the extent that any of Code), and the payments and benefits provided for under in this Agreement Agreement, together with any other payments and benefits which Executive has the right to receive from Company or benefits under any other agreement or arrangement between person, would constitute a "parachute payment" (as defined in Section 280G(b)(2) of the Company Code), then the payments and the Employee (collectively, the “Payments”) would benefits provided for in this Agreement shall be either (a) constitute “parachute payments” within reduced (but not below zero) so that the meaning present value of such total amounts and benefits received by Executive from Company and/or such person(s) will be $1.00 less than three (3) times Executive's "base amount" (as defined in Section 280G 280G(b)(3) of the Code Code) and (b) but for this Section 14 would 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, Code 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 such Payments shall be either: (ib) delivered paid in full, or whichever produces the better "net after-tax position" to Executive (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account any applicable excise tax under Section 4999 of the applicable federal, state and local income and employment taxes and the Excise Tax (Code and any equivalent state or local excise other applicable taxes). The reduction of payments and benefits hereunder, results if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the receipt by 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 Employeeextent necessary, on an afterthrough to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-tax basis, of kind hereunder in a similar order. The determination as to whether any such reduction in the greatest amount of the Paymentspayments and benefits provided hereunder is necessary shall be made applying principles, notwithstanding 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 or some portion of such Payments may be subject costs borne by Company). In order to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 14 will be made in writing by independent public accountants (280G of the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14Code, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 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 to Company upon notification that an overpayment has been made. Nothing in this paragraph shall require Company to be responsible for, or have any liability or obligation with respect to, Executive's excise tax liabilities under Section 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Combined Company and Executive, in the Employee event that any payment or benefits provided to Executive (collectively, the “Payments”) would (awhether made or provided pursuant to this Agreement or otherwise) constitute “parachute payments” within the meaning of Section 280G of the Code (“Parachute Payments”) and (b) but for this Section 14 would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments Executive shall be either: entitled to receive either (i) delivered in fullthe full amount of the Parachute Payments, or (ii) reduced (but not below zero) to the maximum amount that could may be paid provided to the Employee Executive without giving rise resulting in any portion of such Parachute Payments being subject to the such Excise Tax, whichever of the foregoing amountsclauses (i) and (ii), after taking into account the applicable federalFederal, state state, and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)Tax, results in the receipt by the EmployeeExecutive, on an after-tax basis, of the greatest amount portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (a) any cash payment under any retention bonus agreement or similar agreement, notwithstanding (b) any cash severance payable by reference to Executive’s Base Salary and Annual Bonus; (c) any other cash amount payable to Executive; (d) any benefit valued as a Parachute Payment; and (e) acceleration of vesting of any equity award. Such reduction shall be first applied to payments and benefits in each of the forgoing categories in reverse order beginning with the payments or benefits that all or some portion are to be paid the furthest in time from the date of such Payments may be subject to the Excise Taxdetermination. Unless the Company and the Employee otherwise agree, any Any determination required under this Section 14 will 6.14 shall be made in writing by independent a nationally recognized public accounting firm designated by public accountants (of the “Accountants”) chosen by the Combined Company, whose determination will shall be conclusive and binding (absent manifest error) for all purposes upon the Employee Combined Company and the Company for all purposesExecutive. For purposes of making the calculations any calculation required by this Section 146.14, the Accountants such accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee otherwise payable to Executive (collectively, the “Payments”) would (a1) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (b2) but for this Section 14 10, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 10 will be made in writing by independent public accountants Golden Parachute Tax Solutions, LLC or such other nationally-recognized accounting firm selected by Executive in his discretion (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 1410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall will occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)awards; and (3) reduction of other benefits paid or provided to EmployeeExecutive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that If any of the payments and or benefits provided for under this Agreement together with received or to be received by the Executive (including, without limitation, any payments or benefits under received in connection with a Change in Control, whether pursuant to the terms of this Agreement or any other agreement plan, arrangement, or arrangement between the Company and the Employee agreement, or otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 would will be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such the 280G Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid extent necessary to the Employee without giving rise to avoid imposition of the Excise Tax, whichever of but only if such reduction puts the foregoing amounts, Executive in a better after-tax position (taking into account the any and all applicable federal, state state, and local income excise, income, or other taxes at the highest applicable rates on such 280G Payments and employment taxes on any payments under this Section 5.8 or otherwise) than if the full amount of the 280G Payments had been paid and the Excise Tax (had been imposed. All calculations and any equivalent state determinations under this Section 5.8 shall be made by an independent accounting firm or local excise taxes), results in the receipt independent tax counsel appointed by the Employee, Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company Executive for all purposes. For purposes of making the calculations and determinations required by this Section 145.8, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to the Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 145.8. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeits services.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee otherwise payable to Executive (collectively, the “Payments”) would (a1) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b2) but for this Section 14 7(g), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments payments and benefits shall be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 7(g) will be made in writing by independent public accountants a nationally-recognized accounting firm selected jointly by the Company and Executive (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 147(g), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)awards; and (3) reduction of other benefits paid or provided to EmployeeExecutive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award shall be reduced on a pro-rata basis. The Company and Executive agree that (A) any payments and benefits to which Executive is entitled pursuant to Section 7 are compensation for Executive’s compliance with the restrictive provisions of Section 10 and (B) the Company shall make reasonable efforts to mitigate the payments and benefits that would be subject to the excise tax imposed by Section 4999 of the Code and to maximize the net after-tax proceeds received by Executive; provided that such actions do not result in payment of any increased compensation to Executive, do not provide for any gross-up or indemnity for potential excise taxes and do not reduce the payments and benefits to which Executive is otherwise entitled (except as required pursuant to this Section 7(g)).

Section 280G. Notwithstanding anything contained In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee Executive (collectively, the “Payments”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Code and (bii) but for this Section 14 9, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise taxthen, together with any such interest Executive’s severance and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments other benefits under this Agreement shall be either: payable either (i) delivered in full, or (ii) reduced (but not below zero) as to such lesser amount which would result in no portion of such severance and other benefits being subject to the maximum amount that could be paid to excise tax under Section 4999 of the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)tax imposed by Section 4999 of the Code, results in the receipt by the Employee, Employee on an after-tax basis, basis of the greatest amount of the Paymentsseverance benefits under this Agreement, notwithstanding that all or some portion of such Payments severance benefits may be taxable under Section 4999 of the Code. Any reduction shall be made in the following manner: first a pro rata reduction of (i) cash payments subject to the Excise Tax. Section 409A as deferred compensation and (ii) cash payments not subject to Section 409A, and second a pro rata cancellation of (i) equity-based compensation subject to Section 409A as deferred compensation and (ii) equity-based compensation not subject to Section 409A. Reduction in either cash payments or equity compensation benefits shall be made prorata between and among benefits which are subject to Section 409A and benefits which are exempt from Section 409A. Unless the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will 9 shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 149, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 149. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee9.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute In the event that the Company or Parent undergoes a “parachute paymentschange in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (b“Section 280G”)) but for this Section 14 before the Company or Parent or any Affiliate of the Company or Parent that would be subject treated, together with the Company or Parent, 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 or Parent (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 or Parent undergoes a “change in ownership or control” (within the meaning of Section 280G) before the Company or Parent or any Affiliate of the Company or Parent that would be treated, together with the Company or Parent, 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 interest 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 penalties with respect (ii) if the amount of the Total Payments (without regard to such clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to and the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the all other applicable federal, state and local taxes (with income and employment taxes and all computed at the Excise Tax highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (and any equivalent state or local excise taxeswith income taxes all computed at the highest marginal rate), results in the receipt by amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee, on an ’s after-tax basisproceeds, 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 greatest amount of the PaymentsTreasury Regulations does not apply, notwithstanding (iii) third, by reducing all remaining payments and benefits that all or some portion of such Payments may be are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to the Excise TaxSection 409A, in each case, with all such reductions done on a pro rata basis. Unless the Company and the Employee otherwise agree, any determination required under 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 writing performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by independent public accountants the Company for such purpose (the “AccountantsIndependent Advisors”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes). For purposes of making such determinations, no portion of the calculations required 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 Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning excess amount shall be returned immediately by the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish Executive to the Accountants such information Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and documents as the Accountants may reasonably request in order to make a determination under intent of this Section 14. The Company will bear all costs , the Accountants may reasonably incur in connection with additional amount shall be paid immediately by Parent, the Company, or any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in Affiliate of Parent or the following order (and in a manner compliant with Section 409A of Company, as applicable, to the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeExecutive.

Section 280G. Notwithstanding anything contained in this Agreement herein to the contrary to the extent that contrary, if any of the payments and amounts or benefits provided for under in this Agreement together Agreement, when aggregated with any other payments or benefits under any other agreement payable or arrangement between provided to the Company and the Employee Awardee (collectively, the “Total Payments”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments classified as payments of reasonable compensation for purposes of Section 280G of the Code, including without limitation amounts allocated to any restrictive covenants), and (bii) but for this Section 14 8, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such the Total Payments shall will be either: (ia) delivered provided in full, or (iib) reduced (but not below zero) provided as to the maximum amount that could be paid to the Employee without giving rise such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)Tax, results in the Awardee’s receipt by the Employee, on an after-tax basis, basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of such the Total Payments may be subject to the Excise Tax. To the extent any reduction in Total Payments is required by this Section 8, such reduction shall occur to the payments and benefits in the order that results in the greatest economic present value of all payments and benefits actually made to Awardee. Subject to Section 409A of the Code, such order of reductions shall be determined by the Awardee. Unless the Company and the Employee Awardee otherwise agreeagree in writing, any determination required under this Section 14 will 8 shall be made in writing by an independent public accountants accounting firm mutually acceptable to the Company and the Awardee (the “Accountants”) chosen by the Company, whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Awardee and the Company for all purposes. For purposes of making the calculations required by this Section 148, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to the Awardee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 148. The Company will bear shall pay all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (fees and in a manner compliant with Section 409A expenses of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeAccountants.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that 6.1 If any of the payment or benefit (including payments and benefits provided for under pursuant to this Agreement together Agreement) that Executive would receive in connection with any payments or benefits under any other agreement or arrangement between a Change in Control from the Company and the Employee or otherwise (collectively, the “PaymentsTransaction Payment”) would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code; and (b) but for this the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 14 would be subject to the excise tax imposed by Section 4999 280G(b)(3) of the Code, 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 TaxParachute Threshold”)) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then such the Transaction Payments payable to Executive shall be either: (i) delivered in full, or (ii) reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the PaymentsParachute Threshold, notwithstanding that all or some portion of such reducing first any Transaction Payments may be subject to the Excise Tax. under Sections 5.5(a) hereof. 6.2 Unless Executive and the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will section shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 14, the The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Employee agree Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required section as well as any costs incurred by this provision shall occur in Executive with the following order (Accountants for tax planning under Sections 280G and in a manner compliant with Section 409A 4999 of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to (a) To the extent that any payment or distribution to or for the benefit of the payments and benefits provided for under Executive pursuant to the terms of this Agreement together with any payments or benefits under 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 arrangement between effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company and or such person, whether paid or payable or distributed or distributable pursuant to the Employee terms of this Agreement or otherwise (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 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 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 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 indirectly alter the time or method of payment of any interest amount that is deferred compensation subject to (and not exempt from) Section 409A. (b) All determinations required to be made under this Section 9, including whether and when the 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 penalties other nationally recognized consulting firm with respect 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 receipt of notice from the Company or Executive that there has been a Payment, or such excise tax earlier time as is requested by the Company (such excise taxcollectively, together with any such interest and penaltiesthe “Determination”). In the event that the Calculating Firm is serving as accountant, are hereinafter collectively 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 (which accounting firm shall then be referred to as the “Excise Tax”Calculating Firm hereunder), then such Payments . All fees and expenses of the Calculating Firm shall be either: (i) delivered borne solely by the Company and the Company shall enter into any agreement requested by the Calculating Firm in full, 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 (ii) reduced (but not below zero) to disputes with the maximum amount that could be paid to the Employee without giving rise Internal Revenue Service relating to the Excise Tax, whichever of the foregoing amountsand Executive shall cooperate, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen extent his or her reasonable out-of pocket expenses are reimbursed by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and with any reasonable requests by the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid such contests or provided to Employeedisputes.

Section 280G. Notwithstanding anything contained As soon as reasonably practical after the execution of this Agreement, the Company shall (a) use commercially reasonable efforts to obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) of the Company a waiver by such individual of any and all payments and benefits contingent on the consummation of the transactions contemplated by this Agreement to (within the contrary meaning of Section 280G(b)(2)(A)(i) of the Code) to the extent necessary so that any of the such payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the would not be “Payments”) would (a) constitute “excess parachute payments” within under Section 280G of the meaning Code (the “Waived 280G Benefits”) and (b) submit to its applicable securitityholders for a vote all such Waived 280G Benefits in a manner and form that is intended to comply with the equityholder approval procedures set forth in Section 280G(b)(5)(B) of the Code (in a manner reasonably satisfactory to Purchaser), including A-7 of Section 1.280G-1 of the Treasury Regulations, to render the parachute payment provisions of Section 280G of the Code and the Treasury Regulations thereunder (bcollectively, “Section 280G”) but for this inapplicable to any and all payments and/or benefits provided that might result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 14 280G or that would be subject to the an excise tax imposed by under Section 4999 of the CodeCode (together, 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 TaxSection 280G Payments”), then such Payments shall be either. The Company agrees that: (i) delivered in fullthe absence of such stockholder approval, or no Section 280G Payments shall be made; and (ii) reduced as soon as reasonably practicable after execution of this Agreement, the Company shall deliver to Purchaser (but not below zeroA) waivers, in form and substance satisfactory to Purchaser, duly executed by each Person who might receive any Section 280G Payment, and (B) the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt parachute payment calculations prepared by the EmployeeCompany and/or its advisors. The form and substance of all stockholder approval documents contemplated by this Section 5.19, on an after-tax basisincluding the waivers, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may shall be subject to the Excise Taxprior review and comment of Purchaser. Unless The Company shall provide such documentation and information to Purchaser for its review and comment no later than ten (10) Business Days prior to soliciting waivers from the “disqualified individuals,” and the Company shall implement all reasonable and the Employee otherwise agree, any determination required under timely comments from Purchaser thereon. The parties acknowledge that this Section 14 will 5.19 shall not apply to any arrangements entered into (or to be made in writing by independent public accountants entered into) at the direction of Purchaser, on the one hand, and a disqualified individual, on the other hand (the “AccountantsPurchaser Arrangements”) chosen by ), unless Purchaser provides to the Company, whose determination will be conclusive and binding no less than ten (absent manifest error10) upon Business Days prior to the Employee and prior to soliciting waivers from the Company “disqualified individuals,” sufficient information regarding any Parent Arrangements necessary to assess the value for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company Code of such Parent Arrangements and Employee agree to furnish to the Accountants include, as necessary, such information and documents as the Accountants may reasonably request Parent Arrangements in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeesecurityholder vote materials.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that If any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee Person who is a “disqualified individual” (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and the Department of Treasury regulations promulgated thereunder) with respect to the Company may receive any payment(s) or benefit(s) that could constitute parachute payments under Section 280G of the Code in connection with the transactions contemplated by this Agreement, then: (a) the Company shall use commercially reasonable efforts to obtain and deliver to Parent Group a Parachute Payment Waiver from each such “disqualified individual”; and (b) but as soon as practicable following the delivery of the Parachute Payment Waivers (if any) to Parent Group, the Company shall prepare and distribute to its shareholders a disclosure statement describing all potential parachute payments and benefits that may be received by such disqualified individual(s) and shall submit such payments to its shareholders for this approval, in each case, in accordance with the requirements of Section 14 would 280G(b)(5)(B) of the Code and the Department of Treasury regulations promulgated thereunder, such that, if approved by the requisite majority of the shareholders, such payments and benefits shall not be subject deemed to be “parachute payments” under Section 280G of the Code (the foregoing actions, a “280G Vote”). Prior to the excise tax imposed by Closing, if a 280G Vote is required and waivers are obtained from disqualified individuals, the Company shall deliver to Parent Group evidence reasonably satisfactory to Parent Group, (i) that a 280G Vote was solicited in conformance with Section 4999 280G of the Code, or any interest or penalties and the requisite shareholder approval was obtained with respect to such excise tax any payments and/or benefits that were subject to the Company shareholder vote (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxSection 280G Approval”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but that the Section 280G Approval was not below zero) obtained and as a consequence, pursuant to the maximum amount that could Parachute Payment Waiver, such “parachute payments” shall not be paid made or provided. The form of the Parachute Payment Waiver, the disclosure statement, any other materials to be submitted to the Employee without giving rise Company’s shareholders in connection with the Section 280G Approval and the calculations related to the Excise Tax, whichever of foregoing (the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may “Section 280G Soliciting Materials”) shall be subject to the Excise Tax. Unless the Company advance review and the Employee otherwise agreeapproval by Parent Group, any determination required under this Section 14 will which approval shall not be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeunreasonably withheld.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to (a) To the extent that any payment or distribution to or for the benefit of the payments and benefits provided for under Executive pursuant to the terms of this Agreement together with any payments or benefits under 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 arrangement between effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company and or such person, whether paid or payable or distributed or distributable pursuant to the Employee terms of this Agreement or otherwise (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 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 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 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 indirectly alter the time or method of payment of any interest amount that is deferred compensation subject to (and not exempt from) Section 409A. (b) All determinations required to be made under this Section 5, including whether and when the 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 penalties other nationally recognized consulting firm with respect 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 receipt of notice from the Company or Executive that there has been a Payment, or such excise tax earlier time as is requested by the Company (such excise taxcollectively, together with any such interest and penaltiesthe “Determination”). In the event that the Calculating Firm is serving as accountant, are hereinafter collectively 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 (which accounting firm shall then be referred to as the “Excise Tax”Calculating Firm hereunder), then such Payments . All fees and expenses of the Calculating Firm shall be either: (i) delivered borne solely by the Company and the Company shall enter into any agreement requested by the Calculating Firm in full, 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 (ii) reduced (but not below zero) to disputes with the maximum amount that could be paid to the Employee without giving rise Internal Revenue Service relating to the Excise Tax, whichever of the foregoing amountsand Executive shall cooperate, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen extent his or her reasonable out-of pocket expenses are reimbursed by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and with any reasonable requests by the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid such contests or provided to Employeedisputes.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute If, after the Effective Date, there occurs a transaction that constitutes a “parachute paymentschange of control” within the meaning of Section 280under Regulation 1.280G of the Code 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 (bor otherwise) but for this Section 14 would 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 Executive hereunder, or under any incentive equity grant agreement or other plan, program, practice or agreement, is subject to the excise tax imposed by Section 4999 of the Code, 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, are hereinafter collectively referred to as the “Excise Tax”), then such Payments the Executive shall be either: entitled to receive an additional payment (ia “Gross-Up Payment”) delivered in fullan amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), or including, without limitation, any income taxes (iiand any interest and penalties imposed with respect thereto) reduced (but not below zero) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the maximum 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 Employee 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 such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, 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 the 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 requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal 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 Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) the Executive was lower than the amount actually due (“Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 10(b) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. Notwithstanding the foregoing, any Gross Up Payment or Underpayment shall be paid no later than the end of the calendar year next following the calendar year in which the Excise Tax and any related income and withholding tax obligations are made to Internal Revenue Service. (b) 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 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 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 amount paid or advanced by the Company pursuant to this Section 10, the Executive becomes entitled to receive any refund with 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 ownership or control” under Section 280G of the Code and Regulation Section 1.280G-1 thereunder for which the Executive is not entitled to receive the Gross-Up Payment as set forth in this Section 10, including with respect to any such 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 minimum extent necessary to ensure that no portion of such payments or benefits is subject to the Excise Tax, whichever of the foregoing amounts, (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state state, local and local income foreign income, employment and employment excise taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to including the Excise Tax). Unless If such payments and benefits are reduced, such payments and benefits shall be reduced in a manner that maximizes the Company and Executive’s economic position. In applying this principle, the Employee otherwise agree, any determination required under this Section 14 will reduction shall be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant consistent with the requirements of Section 409A of the Code): , to the extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the later time shall be reduced first but not below zero (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant0); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement Prior to the contrary Closing, the Company shall use reasonable endeavors to obtain from each “disqualified individual” (as defined in Section 280G(c) of the Code) with respect to the extent Company or its Subsidiaries who may receive payments and/or benefits that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) could constitute “parachute payments” within (as defined in Section 280G(b)(2) of the meaning Code) in connection with the transactions contemplated by this Agreement a waiver of any such payments or benefits, such that after giving effect to all waivers, the Company, its Subsidiaries, and, if applicable, Industrea shall not have made or provided, nor shall be required to make or provide, any payments or benefits that would not be deductible under Section 280G of the Code and (b) but for this Section 14 or that would be subject to the an excise tax imposed by Tax under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest the waived payments and penalties, are hereinafter benefits waived shall be collectively referred to as the “Excise TaxSection 280G Waived Payments”). On or prior to the Closing Date, then the Company shall use commercially reasonable efforts to submit, accompanied by adequate disclosure, for equityholder approval all Section 280G Waived Payments in accordance with the terms of Section 280G(b)(5)(B) of the Code and the U.S. Treasury Regulations thereunder. If equityholder approval is obtained, the Company shall promptly, but in all events prior to the Closing, deliver to Industrea evidence reasonably satisfactory to Industrea of such Payments approval. Prior to the Closing Date and prior to solicitation of equityholder approval, the Company shall be either: provide Industrea with (i) delivered drafts of any waivers and equityholder disclosure documents relating to the waiver and vote prepared by the Company in full, or connection with this Section 8.5; and (ii) reduced (but not below zero) to reasonable documentation regarding the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever determination of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeWaived Payments. The Company shall consider in good faith any comments made by Industrea prior to obtaining the waivers and Employee agree to furnish to soliciting the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeevote.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement to the contrary Agreement, to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company Employee and the Employee Bio-Techne (collectively, the “Payments”) would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code and (b) and, but for this Section 14 7.14, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as then the “Excise Tax”), then such Payments shall be either: payable either (i) delivered in full, full or (ii) reduced (but not below zero) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)tax imposed by Section 4999, results in the Employee’s receipt by the Employee, on an after-tax basis, of the greatest amount of the Paymentseconomic benefits under this Agreement, notwithstanding that all or some portion of such Payments benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company Employee and the Employee Bio-Techne otherwise agreeagree in writing, any determination required under this Section 14 will 7.13 shall be made in writing by Bio-Techne’s independent public accountants (the “Accountants”) chosen by the Company), whose reasonable determination will shall be conclusive and binding (absent manifest error) upon the Employee and the Company Bio-Techne for all purposes. For purposes of making the calculations required by this Section 147.13, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Company Employee and Employee agree to Bio-Techne shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 147.13. The Accountants will provide its calculations, together with detailed supporting documentation, to the Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14and Employee as soon as practicable following its engagement. Any If a reduction in Payments is required by this provision shall and none of the Payments constitute “non-qualified deferred compensation” subject to Code Section 409A, then the reduction will occur in the following order (and manner Employee elects in writing prior to the date of payment. If any Payment constitutes “non-qualified deferred compensation” subject to Code Section 409A or if Employee fails to elect an order, then the Payments to be reduced will be determined in a manner compliant with Section 409A of which has the Code): (1) reduction of cash paymentsleast economic cost to Employee and, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (the extent the economic cost is equivalent, will be reduced in reverse the inverse order of the date of the grant); and (3) reduction of other benefits paid or provided when payment would have been made to Employee, until the reduction is achieved.

Section 280G. Notwithstanding anything contained in this Agreement To the extent necessary to avoid the application of Section 280G of the Code and the applicable final Treasury Regulations and rulings thereunder, no later than five (5) Business Days prior to the contrary Closing Date, the Company shall (a) use commercially reasonable efforts to the extent that any of the payments and benefits provided for under this Agreement together with obtain waivers from each Person who has a right to any payments or benefits under any other agreement as a result of or arrangement between in connection with the Company and the Employee (collectively, the “Payments”) transactions contemplated by this Agreement that would (a) reasonably be expected to constitute “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder and as to which such Person waives his or her rights to some or all of such payments and/or benefits (such payments or benefits actually waived, the “Waived 280G Benefits”) applicable to such Person so that all remaining payments or benefits applicable to such Person shall not be deemed to be “excess parachute payments” within the meaning of Section 280G of the Code and the applicable Treasury Regulations thereunder, and (b) but for following the execution of the waivers described in clause (a), solicit the approval of the stockholders of the Company of any Waived 280G Benefits pursuant to a vote intended to meet the requirements of Section 280G(b)(5)(B) of the Code and the applicable Treasury Regulations thereunder, which related documents shall be in a form reasonably satisfactory to the SPAC (provided that the SPAC’s approval of such form shall not be unreasonably withheld or delayed). To the extent any of the Waived 280G Benefits were not approved by the stockholders of the Company as contemplated above, such Waived 280G Benefits shall not be made or provided. On or prior to the Closing Date, the Company shall deliver to the SPAC evidence that a vote of the stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 14 would be subject 7.19 and that either (i) the requisite number of votes were obtained with respect to the excise tax imposed Waived 280G Benefits (the “280G Approval”), or (ii) that the 280G Approval was not obtained, and, as a consequence, the Waived 280G Benefits shall not be made or provided. The Company shall provide the SPAC with a copy of such waiver and disclosure statement within a reasonable time prior to, and in no event later than two (2) Business Days prior to, delivery to the “disqualified individuals” and the stockholders of the Company of such waiver and disclosure statement, respectively, and the Company shall reflect in such waiver and disclosure statement any changes reasonably requested by the SPAC (provided that the SPAC’s approval of such changes shall not be unreasonably withheld or delayed). No later than seven (7) Business Days prior to the Closing Date, the Company shall provide the SPAC with a summary of the calculations and related documentation reasonably required to determine whether the vote described in this Section 7.19 is necessary in order to avoid the imposition of Taxes under Section 4999 of the Code, 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 such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to To the extent that any “disqualified individual” with respect to the Company or any of its Affiliates (within the meaning of Section 280G(c) of the payments Code and benefits provided for under this Agreement together with the regulations thereunder) would receive any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) that would (a) reasonably be expected to constitute “parachute payments” (within the meaning of Section 280G(b)(2)(A) of the Code and the regulations thereunder, then, the Company will (i) no later than four (4) Business Days prior to the Closing Date, use reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (the “Waived 280G Benefits”) so that any remaining payments and/or benefits shall not be deemed to be “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), and (bii) but for this Section 14 would be subject no later than two (2) Business Days prior to the excise tax imposed by Section 4999 of the CodeClosing Date, or any interest or penalties with respect to each individual who agrees to the waiver described in clause (i), submit to a vote of holders of the equity interests of the Company entitled to vote on such excise tax matters (such excise tax, together along with adequate disclosure intended to satisfy the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such interest “disqualified individual” to receive the Waived 280G Benefits. Prior to soliciting such waivers and penaltiesapproval, are hereinafter collectively referred the Company shall provide drafts of such waivers and disclosure and approval materials to Parent for its review and approval (which approval will not be unreasonably withheld, conditioned or delayed) no later than four (4) Business Days prior to soliciting such waivers and soliciting such approval. If any of the Waived 280G Benefits fail to be approved as contemplated above, such Waived 280G Benefits shall not be made or provided. To the “Excise Tax”)extent applicable, then such Payments prior to the Closing Date, the Company shall be either: deliver to Parent evidence reasonably acceptable to Parent that a vote of holders of the equity interests of the Company was solicited in accordance with the foregoing provisions of this Section 7.11 and that either (i) delivered in full, the requisite number of votes of holders of the equity interests of the Company was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or (ii) reduced (but the 280G Approval was not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Taxobtained, whichever of the foregoing amountsand, taking into account the applicable federalas a result, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will no Waived 280G Benefits shall be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeprovided.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any payments, distributions, benefits or entitlements of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee type payable to Executive (collectively, the “Total Payments”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Code (which will not include any portion of payments allocated to the restrictive covenant provisions of Section 6 hereof that are classified as payments of reasonable compensation for purposes of Section 280G of the Code), and (bii) but for this Section 14 paragraph would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such the Total Payments shall be either: (ia) delivered provided in full, or (iib) reduced (but not below zero) provided as to the maximum amount that could be paid to the Employee without giving rise such lesser extent as would result in no portion of such Total Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)Tax, results in the Executive’s receipt by the Employee, on an after-tax basis, basis of the greatest amount of the Total Payments, notwithstanding that all or some portion of such the Total Payments may be subject to the Excise Tax. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 will 18 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by independent public accountants the Company (with approval of Executive) (the “Accountants”). In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the Total Payments that are payable in cash under Section 2(c) chosen or Section 5 and then by the Company, whose determination will be conclusive and binding reducing or eliminating any amounts that are payable with respect to long-term incentives including any equity-based or equity-related awards (absent manifest error) upon the Employee and the Company for all purposeswhether payable in cash or in kind). For purposes of making the calculations required by this Section 1418, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Employee agree to Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order require to make a determination under this Section 14. The 18, and the Company will shall bear the cost of all costs fees the Accountants may reasonably incur charge in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee18.

Section 280G. Notwithstanding anything contained In the event any excise tax could reasonably be expected to be payable under Section 4999 of the Code in this Agreement connection with the transactions contemplated hereunder (either alone or together with any other event), the Company shall use commercially reasonable efforts to obtain no later than the fifth Business Day immediately prior to the contrary Effective Time a waiver from each “disqualified individual” (within the meaning of Code Section 280G(c)) entitled to receive a “parachute payment” (within the meaning of Code Section 280G(b)) in connection with the transactions contemplated hereunder of his or her right 45 NY\7370590.17 to receive such payment or benefit so that all remaining payments or benefits applicable to such disqualified individual shall not be deemed to be a parachute payment that would not be deductible under Section 280G of the Code, and to accept in substitution therefor the right to receive such waived payments or benefits only if approved by the stockholders of the Company in a manner that complies with Code Section 280G(b)(5). In such event, prior to the extent that any Effective Time, the Company shall submit to all Persons entitled to vote (within the meaning of the Treasury Regulations under Section 280G of the Code) the material facts concerning all payments and benefits provided for under this Agreement together with any that, in the absence of shareholder approval of such payments or benefits under any other agreement or arrangement between the Company and the Employee (collectivelybenefits, the “Payments”) would (a) reasonably be expected to constitute “parachute payments” within the meaning Section 280G(b)(2) of the Code (“Parachute Payments”), in form and substance reasonably satisfactory to Buyer and its counsel, which satisfy all requirements of Section 280G 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder (bthe “280G Stockholder Approval”). The company shall cause such Persons to hold a vote seeking approval of any such Parachute Payments to the extent such Parachute Payment exceeds 2.999 times the “base amount” (within the meaning of Code Section 280G(b)(3) but for this Section 14 would of such disqualified individual). The determination of which payments or benefits may be deemed to constitute parachute payments, the forms of each waiver of such payments, and the disclosure documents (and related calculations) and other circumstances of any vote shall each be subject to the excise tax imposed by Section 4999 of the CodeBuyer’s advance review and comment, 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 such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required shall incorporate any reasonable comments made by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeBuyer.

Section 280G. Notwithstanding anything contained in this Agreement If any “disqualified individual” (within the meaning of Section 280G of the Code) with respect to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with Company may receive any payments and/or benefits that, separately or benefits under any other agreement or arrangement between in the Company and the Employee (collectivelyaggregate, the “Payments”) would (a) reasonably be expected to constitute “parachute payments” pursuant to Section 280G of the Code in connection with the transactions contemplated by this Agreement (“Section 280G Payments”) (which determination shall be made by the Company and shall be subject to review and comment by Parent, which such comments shall be considered by the Company in good faith), then (i) the Company shall obtain from such disqualified individual a waiver of his or her rights to receive or retain such payments or benefits, to the extent necessary so that no such payment or benefit received or retained by the disqualified individual shall be an “excess parachute payment” within the meaning of Section 280G of the Code Code, and (bii) but for this Section 14 would be subject the Company shall submit to the excise tax imposed holders of Company Capital Stock of the Company for approval (in a manner reasonably satisfactory to Parent), by such number of holders of Company Capital Stock of the Company as is required by Section 4999 280G(b)(5)(B) of the Code, any such waived payments and benefits. To the extent that any agreement is entered into by Parent or any interest of its subsidiaries (excluding, for clarity, the Company and the Company’s subsidiaries) and a “disqualified individual” (as defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or penalties before the Closing Date (each, a “Parent Arrangement”), Parent shall provide a copy of such Parent Arrangement (or a summary of the material terms thereof) to the Company no later than ten days prior to the Closing Date and shall cooperate with the Company in good faith such that the Company may calculate or determine the value (for the purposes of Section 280G of the Code) of any payments or benefits granted or contemplated therein that could constitute Section 280G Payments. If Parent breaches the preceding sentence with respect to such excise tax (such excise tax, together any Parent Arrangement or provides inaccurate or incomplete information or amounts with respect to any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)Parent Arrangement, then such Payments the Company’s compliance with this Section 8.9 shall be either: determined without regard to such Parent Arrangement. Prior to the Effective Time, the Company shall deliver to Parent evidence satisfactory to Parent that a vote of the holders of Company Capital Stock of the Company was solicited in conformance with Section 280G and the regulations promulgated thereunder with respect to any waived payments or benefits and either (i) delivered in fullthe requisite stockholder approval was obtained with respect to any payments and/or benefits that were subject to the vote of holders of Company Capital Stock (the “280G Stockholder Approval”), or (ii) reduced (but the 280G Stockholder Approval was not below zero) obtained and as a consequence, such waived payments and/or benefits shall not be made or provided to the maximum amount that could be paid extent they would cause any amounts to constitute Section 280G Payments, pursuant to the Employee without giving rise waivers of those payments and/or benefits, which were executed by the applicable disqualified individuals prior to the Excise Tax, whichever vote of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, holders of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants Capital Stock (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grantStockholder Rejection”); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that If any of the payments and or benefits provided for under received or to be received by Executive (including, without limitation, any payment or benefits received in connection with the termination of Executive’s employment, whether following a Change in Control or otherwise, whether pursuant to the terms of this Agreement together with any payments or benefits under any other agreement plan, arrangement or arrangement between the Company and the Employee agreement, or otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) would, but for this Section 14 would 8.10, be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments prior to making the 280G Payments, a calculation shall be either: made comparing (ia) delivered in full, or the Net Benefit (ii) reduced (but not below zeroas defined below) to Executive of the maximum amount that could be paid to the Employee without giving rise to 280G Payments after payment of the Excise Tax, whichever of ; to (b) the foregoing amounts, taking into account Net Benefit to Executive if the applicable federal, state and local income and employment taxes and 280G Payments are limited to the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be extent necessary to avoid being subject to the Excise Tax. Unless Only if the amount calculated under (a) above is less than the amount under (b) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 8.10 shall be made in a manner determined by the Company that is consistent with the requirements of Section 409A. All calculations and the Employee otherwise agree, any determination required determinations under this Section 14 will 8.10 shall be made in writing by an independent public accountants accounting firm or independent tax counsel appointed by the Company (the “AccountantsTax Counsel”) chosen by the Company, whose determination will determinations shall be conclusive and binding (absent manifest error) upon the Employee and on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 148.10, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 148.10. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.connection

Section 280G. Notwithstanding anything contained in any other provision of this Agreement or any other agreement between Company and Employee, in the event that any payment or benefit received or to be received by Employee from Company (collectively with all other such payments and benefits, the contrary "TOTAL PAYMENTS") would not be deductible, in whole or in part, by Company as a result of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent that any of necessary to make such payments deductible, the payments and benefits provided for under this Agreement together with hereunder shall be reduced (if necessary, to zero); provided, however, that Employee may elect which benefits to have reduced (including any payments or benefits under any other agreement or arrangement in effect between the Company and Employee). For purposes of this limitation, in the event Company asserts that the limitation would apply, (i) no portion of the Total Payments the receipt or enjoyment of which Employee (collectively, the “Payments”) would (a) shall have waived at such time and in such manner as not to constitute “parachute payments” a "payment" within the meaning of Section 280G of the Code shall be taken into account, (ii) no portion of the Total Payments shall be taken into account that, in the opinion of tax counsel selected by Company and reasonably accepted by Employee ("TAX COUNSEL"), does not constitute a "parachute payment" within the meaning of Section 280G of the Code, including by reason of Section 280G(b)(4)(A) of the Code, and (biii) but for 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 the preceding clauses (i) or (ii)) in their entirety are not, in the opinion of Tax Counsel, subject to disallowance as deductions by reason of Section 280G of the Code. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of Employee and Company in applying the terms of this Section 14 3(g), the Total Payments paid to or for Employee's benefit are in an amount that would result in any portion of such Total Payments being subject to excise tax under Section 280G of the Code, then, if, in the opinion of Tax Counsel, such repayment would result in (A) no portion of the remaining Total Payments being subject to such excise tax, and (B) a dollar-for-dollar reduction in Employee's taxable income and employment taxes, Employee shall be obligated to pay Company, upon demand, an amount equal to the sum of (1) the excess of the Total Payments paid to or for Employee's benefit over the Total Payments that could have been paid to or for Employee's benefit without any portion of such Total Payments being subject to such excise tax, and (2) interest on such amount at the rate provided in Section 1274(b)(2)(B) of the Code from the date of Employee's receipt of such excess until the date of such payment. If, in the opinion of Tax Counsel, such repayment would not result in (x) no portion of the remaining Total Payments being subject to such excise tax, and (y) a dollar-for-dollar reduction in Employee's taxable income and employment taxes, Employee shall be obligated to pay Company, upon demand, an amount equal to the excise tax imposed by under Section 4999 of the Code, Code (if the Internal Revenue Service asserts such amount should have been withheld by the Company) and any penalties or fines imposed on Company by the Internal Revenue Service in connection with the failure by Company to make any interest withholdings or penalties file any reports 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 such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the disallowed Total Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in any provision of this Agreement to the contrary contrary, in the event that: (a) The aggregate payments or benefits to be made or afforded to the extent that any of the payments and benefits provided for Executive under this Agreement together with any payments or benefits under from the Company in any other agreement or arrangement between the Company and the Employee manner (collectively, the “PaymentsTermination Benefits”) would (a) constitute be deemed to include an “excess parachute paymentspayment” within the meaning of under Section 280G of the Internal Revenue Code and of 1986, as amended, (the “Code”) or any successor thereto, and (b) but for this If such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), the value of which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount”, as determined in accordance with said Section 14 280G, and the Non-Triggering Amount would be subject greater than the aggregate value of Termination Benefits (without such reduction) minus the amount of tax required to the excise tax imposed be paid by Executive thereon by Section 4999 of the Code, then the Termination Benefits shall be reduced so that the Termination Benefits are not more than the Non-Triggering Amount. Termination Benefits shall be reduced as provided above, with the allocation of such reduction to be as mutually agreed between the Executive and the Company or, in the event the parties cannot agree, in the following order: (1) any lump sum severance based on a multiple of Base Salary or target bonus, (2) other cash amounts payable to the Executive, (3) any interest benefits valued as parachute payments, and (4) acceleration of the vesting of any equity. The application of said Section 280G, and the allocation of the reduction required by this Paragraph 9, shall be determined by Deloitte & Touche or penalties such other nationally recognized certified public accounting firm as may be designated by the Executive (provided however that if determinations similar to those required under this Section 9 have been previously commenced pursuant to another executive employment agreement with respect the Company in connection with such Change of Control, then the same certified public accounting firm as is already being used for such determinations shall be used for the determinations under this Section 9, so that a single nationally recognized certified public accounting firm is making such determinations for all executives and the Company in connection with such Change of Control) (the “Accounting Firm”), that shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that Termination Benefits are to be paid or such excise tax 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 of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder, subject to the same proviso as above (such excise tax, together with any such interest and penalties, are hereinafter collectively which accounting firm shall then be referred to as the “Excise Tax”Accounting Firm hereunder), then such Payments . All fees and expenses of the Accounting Firm shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen borne solely by the Company. If the Accounting Firm determines that Termination Benefits must be reduced pursuant to this Paragraph 9, whose determination will be conclusive and binding (absent manifest error) upon it shall furnish the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree Executive with a written opinion to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeeffect.

Section 280G. Notwithstanding anything contained (i) In the event that (i) the severance and other benefits provided for in this Agreement or otherwise payable or provided to the contrary Executive but determined without regard to the extent that any of the additional payments and benefits provided for under required by this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee Section 6(h) (collectively, the “PaymentsPayment”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code and the regulations issued thereunder (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or and (ii) reduced the value of the Payment (but not below zeroas 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 maximum amount that could greater of Fifty Thousand Dollars ($50,000) or ten percent (10%) of Executive’s 280G Threshold, Executive shall be paid to an additional amount (the Employee without giving rise to “Gross-Up Payment”) such that the net amount retained by Executive after deduction of the Excise Tax, whichever of the foregoing amounts, taking into account the applicable and any federal, state and local income and employment taxes tax and excise tax imposed upon the Excise Tax Gross-Up Payment shall be equal to the Payment. In the event that the value of the Payment (and any equivalent state or local excise taxes), results as determined in the receipt accordance with Section 280G) does not exceed Executive’s 280G Threshold by the Employeegreater of Fifty Thousand Dollars ($50,000) or ten percent (10%) of Executive’s 280G Threshold, on the Payment shall be reduced to an after-tax basis, amount equal to Executive’s 280G Threshold less $1 so that no portion of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may Payment shall be subject to the Excise Tax. . (ii) Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 6(h) will be made in writing by independent public accountants a national accounting firm selected by the Company or such other person or entity to which the parties mutually agree (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 14, 6(h) the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 146(h). 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 reduction shall be structured in a manner intended to comply with Section 409A. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards. The Company will shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant6(h); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement In no event less than ten (10) days prior to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectivelyClosing Date, the “Payments”) would Danube shall (a) constitute use commercially reasonable efforts to obtain prior to the initiation of the equityholder approval procedure described under clause (b) below, a waiver from each Person who is, with respect to Danube or a Danube Subsidiary, a “parachute paymentsdisqualified individual” (within the meaning of Section 280G of the Code Code) as of immediately prior to the initiation of such equityholder approval procedure (each, a “Disqualified Individual”), and who might otherwise have, receive or have the right or entitlement to receive a “parachute payment” (within the meaning of Section 280G of the Code), of such Disqualified Individual’s rights to all such payments or benefits (the “Waived Parachute Payments”) and (b) but submit to the required equityholders of Danube or a Danube Subsidiary for approval in a manner that meets the requirements of Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, the rights of any such Disqualified Individual to receive the Waived Parachute Payments. Danube shall deliver to Amazon (i) evidence of each waiver obtained pursuant to clause (a) above and (ii) evidence that a vote of the required equityholders was solicited in accordance with the foregoing provisions of this Section 14 would 7.18 and that either (x) the requisite number of votes of the required equityholders was obtained with respect to the Waived Parachute Payments (the “280G Approval”), or (y) that the 280G Approval was not obtained, and, as a consequence, the Waived Parachute Payments have not been and shall not be made or provided. The form of the waiver, the disclosure statement, any other materials to be submitted to the required equityholders in connection with the 280G Approval and the calculations related to the foregoing shall be subject to the excise tax imposed advance review and approval by Section 4999 of the CodeAmazon, which approval shall not be unreasonably withheld, conditioned 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 such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeedelayed.

Section 280G. Notwithstanding anything contained in this Agreement to If any payment or benefit Executive will or may receive from the contrary to the extent that any of the payments and benefits provided for Company under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) otherwise would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code and (a “280G Payment”) and, (b) but for this Section 14 would sentence, be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments the Company shall cause to be eitherdetermined, before any amounts of the 280G Payment are paid to Executive, which of the following two amounts would maximize Executive’s after-tax proceeds: (i) delivered payment in fullfull of the entire amount of the 280G Payment (a “Full Payment”), or (ii) reduced payment of only a part of the 280G Payment, so that Executive receives the largest payment possible without the imposition of the Excise Tax (but not below zero) to a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the maximum greater amount of the 280G Payment notwithstanding that could all or some portion of the 280G Payment may be paid to the Employee without giving rise subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, whichever of the foregoing amounts, taking Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and any equivalent state or local excise taxes). If a Reduced Payment is made, (A) the 280G Payment shall be paid only to the extent permitted under the Reduced Payment alternative, and Executive shall have no rights to any additional payments and/or benefits constituting the 280G Payment, and (B) reduction in payments and/or benefits shall occur in the manner that results in the receipt greatest economic benefit for Executive, as determined in the Company’s reasonable good faith discretion. All determinations required to be made under this Section 9(k), including whether an Excise Tax would otherwise be imposed, whether the Payments shall be reduced, the amount of any such reduction and the assumptions to be utilized in arriving at such determinations not expressly provided for herein, shall be made by an independent, nationally recognized accounting firm or compensation consulting engaged by the Employee, on an after-tax basis, Company and reasonably acceptable to Executive (the “Determination Firm”) which shall provide detailed supporting calculations both to the Company and Executive. All reasonable fees and expenses of the greatest amount Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company and Executive, absent manifest error. For purposes of determining whether and the Payments, notwithstanding that all or some portion of such Payments may extent to which the payments will be subject to the Excise Tax. Unless : (i) no portion of the Company and payments shall be taken into account which does not constitute a “parachute payment” within the Employee otherwise agreemeaning of Section 280G(b)(2) of the Code (including, any determination required under this without limitation, by reason of Section 14 will be made in writing by independent public accountants (the “Accountants”280G(b)(4)(A) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company ) and Employee agree to furnish to (ii) in calculating the Accountants Excise Tax, no portion of such information and documents as payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the Accountants may reasonably request in order to make a determination under this meaning of Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A 280G(b)(4)(B) of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order excess of the date “base amount” (as set forth in Section 280G(b)(3) of the grant); and (3Code) reduction of other benefits paid or provided that is allocable to Employeesuch reasonable compensation.

Section 280G. Notwithstanding anything contained in any other provision of this Agreement or any other plan, arrangement or agreement to the contrary to contrary, if there is a is a “change in the extent that ownership or control” of the Company, “change in the effective control” of the Company or a “change in the ownership of a substantial portion of the assets” of the Company, in each case, within the meaning of Treasury Regulation Section 1.280G-1, Q&A 27-29 and any of the payments and or benefits provided or to be provided by the Company or any of its affiliates to Executive or for under Executive’s benefit pursuant to the terms of this Agreement together or otherwise (“Covered Payments”) constitute “excess parachute payments” within the meaning of Section 280G of the U.S. Internal Revenue Code of 1986 (the “Code”) and subject to the excise tax imposed under Section 4999 of the Code (or any successor provisions applicable to such Sections) or any similar tax imposed by state or local law or any interest or penalties with any payments or benefits under any other agreement or arrangement between the Company and the Employee respect to such taxes (collectively, the “PaymentsExcise Tax”), then, unless the shareholder approval exemption is available to the Company under Treasury Regulation Section 1.280G-1, Q&A 6.(a)(2)(i) (the “Shareholder Approval Exemption”), the Company shall make an additional payment to Executive in an amount which results in Executive being in the same after-tax position that he would have been in had no Excise Tax (aor taxes on such additional payments) been imposed. Notwithstanding the foregoing, if it is later determined that the computation of the Executive’s parachute payments and the Excise Tax were incorrectly calculated for any reason, and as a result (i) the Executive is required to pay additional Excise Taxes, the Company shall promptly pay to or for the benefit of the Executive the additional amount that would have been payable to the Executive under this Section 9(k) had the calculations of the Excise Tax reflected the additional Excise Taxes due or (ii) the Company paid an amount to the Executive in excess of the amount that would have been payable to the Executive under this Section 9(k) had the calculations of the Excise Tax reflected the correct amount of Excise Taxes due, then the Executive shall promptly repay such excess amount to the Company. Any payments hereunder shall be made in accordance with Section 409A of the Code, as amended and any rules and regulations promulgated thereunder (collectively, “Section 409A”). If, at the time of a transaction giving rise to Covered Payments that could constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 Code, the Shareholder Approval Exemption would be subject apply to the excise tax imposed by Covered Payments if the requisite shareholder approval is obtained in accordance with the terms and conditions of Section 4999 280G(b)(5)(B), the Company shall use commercially reasonable efforts to seek the requisite shareholder approval of the Code, or any interest or penalties with respect to Covered Payments such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the that no Covered Payments would constitute “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any excess parachute payments.” Any determination required under this Section 14 will 9(k), including, but not limited to, whether any payments or benefits are or could be made in writing “parachute payments” within the meaning of Section 280G of the Code, shall be reasonably determined by a nationally recognized independent public accountants accounting firm, law firm or other advisor selected by the Company (the “Accountants280G Calculator”) chosen who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and to Executive. Any determination by the Company280G Calculator shall be binding upon the Company and Executive, whose determination will be conclusive and binding (absent manifest error. For the avoidance of doubt, the provisions of this Section 9(k) upon relating to the Employee and potential obligation for the Company for all purposes. For purposes of making to make additional payments to Executive shall not apply when the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish Shareholder Approval Exemption is available to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeCompany.

Section 280G. Notwithstanding anything contained In the event that any payments and other benefits provided for in this Agreement or otherwise payable to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) Executive constitute “parachute payments” within the meaning of Section 280G of the Code and (b) Code, and, but for this Section 14 paragraph, would be subject to the excise tax imposed by Section 4999 of the Code, then any post-termination severance payments and benefits payable under this Agreement or any interest or penalties with respect to such excise tax otherwise will be either (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i1) delivered in full, full or (ii2) reduced (but not below zero) delivered as to such lesser extent which would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)tax imposed by Section 4999 of the Code, results in the receipt by the EmployeeExecutive, on an after-tax basis, of the greatest amount of the Paymentspayments and benefits, notwithstanding that all or some portion of such Payments benefits may be subject taxable under Section 4999 of the Code. If a reduction in the Executive’s payments and benefits is necessitated by the preceding sentence, such reduction will occur in the following order: (i) any cash severance based on a multiple of base salary or annual bonus, (ii) any other cash amounts payable to the Excise TaxExecutive, (iii) benefits valued as parachute payments, and (iv) acceleration of vesting of any equity awards. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 paragraph will be made in writing by the Company’s independent public accountants (the “AccountantsFirm”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposesCompany. For purposes of making the calculations required by this Section 14paragraph, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to the Executive will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section 14paragraph. The Company will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeparagraph.

Section 280G. Notwithstanding anything contained in this Agreement (a) The Sellers shall cause the Company and each of its Subsidiaries to use best efforts to obtain, prior to the contrary initiation of the equityholder approval procedure described in Section 8.04(c), from each Person to whom any payment or benefit is required or proposed to be made that could constitute “parachute payments” under Section 280G(b)(2) of the Code and Treasury Regulations promulgated thereunder (“Section 280G Payments”), a written agreement waiving such Person’s right to receive some or all of such payment or benefit (the “Waived Benefits”), to the extent necessary so that any of the all remaining payments and benefits provided applicable to such Person shall not be deemed a parachute payment, and accepting in substitution for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Waived Benefits the right to receive the Waived Benefits only if approved by the equityholders of the Company and its applicable Subsidiaries in a manner that complies with Section 280G(b)(5)(B) of the Employee Code and the Treasury Regulations issued thereunder. (collectivelyb) In connection with the foregoing, the Purchaser shall provide the Sellers with all information and documents necessary to allow the Company and each of its Subsidiaries to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any employment agreement or other agreement, arrangement or contract entered into or negotiated by the Purchaser or any of its respective Affiliates (“Purchaser Payments”) would (a) constitute ), together with all Section 280G Payments, could reasonably be considered to be “parachute payments” within the meaning of Section 280G 280G(b)(2) of the Code prior to the Closing Date (and shall further provide any such updated information as is necessary prior to the Closing Date). (c) Prior to the Closing, the Sellers shall cause the Company and each of its Subsidiaries to use its reasonable efforts to obtain the approval by such number of equityholders of the Company in a manner that complies with the terms of Section 280G(b)(5)(B) of the Code and (bthe Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations, of the right of each Person described in Section 8.04(a) but for to receive or retain, as applicable, such Person’s Waived Benefits, provided that in no event shall this Section 14 would 8.04 be subject construed to require the Sellers, the Company or any of its Subsidiaries to compel any Person to waive any existing rights under any contract or agreement that such Person has with the Company, any Subsidiary of the Company or any other Person. Additionally, at least three (3) Business Days prior to obtaining the Waived Benefits, and prior to seeking the 280G Approval, the Company shall provide drafts of such waivers and such equityholder approval materials to the excise tax imposed Purchaser for its review and approval, and shall, in its sole discretion, incorporate any reasonable comments made by the Purchaser therein. In no event shall the Sellers be deemed in breach of this Section 4999 8.04 if any such Person refuses to waive any such rights or if the equityholders fail to approve any Waived Benefits. (d) Prior to the Closing, the Company shall deliver to the Purchaser evidence that a vote of the Code, or any interest or penalties Company’s stockholders who are entitled to vote was solicited in accordance with the foregoing provisions of this Section 8.04 and that either (1) the requisite number of stockholder votes was obtained with respect to such excise tax the Waived Benefits (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax280G Approval”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of that the date of 280G Approval was not obtained and, as a consequence, the grant); and (3) reduction of other benefits paid Waived Benefits shall not be made or provided to Employeeprovided.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for (a) Payments under this Agreement together with any shall be made without regard to whether the deductibility of such payments (or benefits under any other agreement payments to or arrangement between for the Company and benefit of the Employee Executive) (collectively, the “Change of Control Payments”) would (a) constitute “parachute payments” within the meaning of be limited or precluded by Section 280G of the Code Code, and without regard to whether such payments (bor any other payments) but for this Section 14 would be subject the Executive to the federal excise tax imposed by levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of the Executive (whether under this Agreement or otherwise), after reduction for all state and federal taxes (including the tax described in Section 4999 of the Code, or any interest or penalties if applicable) with respect to such excise tax payments (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxExecutive’s Total After-Tax Payments”), then such Payments would be increased by the limitation or elimination of any payment under this Agreement, amounts payable under this Agreement shall be eitherreduced to the extent, and only to the extent, necessary to maximize the Executive’s total after-tax payments (the “Required Reduction Amount”). (b) The determination as to whether and to what extent payments under this Agreement are required to be reduced in accordance with Section 23(a) shall be made at the Company’s expense by the Company’s independent accounting firm immediately prior to the Change of Control (provided, however, that if the independent accounting firm is precluded from performing such services, an independent accountant mutually agreeable to the parties shall be used) (the “Outside Firm”). Such Outside Firm shall, in making its determination, consider available exemptions, including to what extent (if any) such Change of Control Payments or portions thereof may properly be treated as “reasonable compensation for personal services rendered” by the Executive before, or after, the Change of Control, within the meaning of Code Section 280G(b)(4) and the regulations issued thereunder, including, without limitation, the valuation of the Executive’s obligations under Section 10 and any other covenants to refrain from performing services. (c) In the event of any mistaken underpayment or overpayment under this Section 23, as determined by the Outside Firm, the amount of such underpayment or overpayment shall forthwith be paid to the Executive or refunded to the Company, as the case may be, with interest at 120% of the applicable federal rate provided for in Section 7872(f)(2) of the Code. Any reduction in payments required by this Section 23 shall be applied in the following order: (i) delivered in full, stock options or stock appreciation rights whose exercise price exceeds the fair market value of the optioned stock; (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are then taxable, (iv) non-cash Full Credit Payments that are not then taxable (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (but not below zero) with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” shall mean a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the maximum amount terms of this Agreement or otherwise, that could be paid to if reduced in value by one dollar reduces the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this parachute payment (as defined in Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants ) by one dollar, determined as if such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash paymentspayment, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of distribution or benefit had been paid or distributed on the date of the grant); and (3) reduction event triggering the excise tax. “Partial Credit Payment” shall mean any payment, distribution or benefit that is not a Full Credit Payment. In no event shall Executive have any discretion with respect to the ordering of other benefits paid or provided to Employeepayment reductions.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that (a) If any of the payments and or benefits provided for under 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 together with any payments or benefits under any other agreement plan, arrangement, or arrangement between the Company and the Employee agreement, or otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) would, but for this Section 14 would 5.9, be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such 280G Payments shall be either: reduced in a manner determined by the Company (iby the minimum possible amounts) delivered in fullthat is consistent with the requirements of Section 409A until no amount payable to the Executive will be subject to the Excise Tax. If two economically equivalent amounts are subject to reduction but are payable at different times, or (ii) the amounts shall be reduced (but not below zero) to the maximum amount that could on a pro rata basis. (b) All calculations and determinations under this Section 5.7 shall be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state made by an independent accounting firm or local excise taxes), results in the receipt independent tax counsel appointed by the Employee, Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company Executive for all purposes. For purposes of making the calculations and determinations required by this Section 145.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to the Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 145.9. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeits services.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that If any of the payments and or benefits provided for under received or to be received by Executive (including, without limitation, any payment or benefits received in connection with the termination of Executive’s employment, whether following a Change in Control or otherwise, whether pursuant to the terms of this Agreement together with any payments or benefits under any other agreement plan, arrangement or arrangement between the Company and the Employee agreement, or otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) would, but for this Section 14 would 8.9, be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments prior to making the 280G Payments, a calculation shall be either: made comparing (ia) delivered in full, or the Net Benefit (ii) reduced (but not below zeroas defined below) to the maximum amount that could be paid to Executive of the Employee without giving rise to 280G Payments after payment of the Excise Tax, whichever of ; to (b) the foregoing amounts, taking into account Net Benefit to the applicable federal, state and local income and employment taxes and Executive if the Excise Tax (and any equivalent state or local excise taxes), results in 280G Payments are limited to the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be extent necessary to avoid being subject to the Excise Tax. Unless Only if the amount calculated under (a) above is less than the amount under (b) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. “Net Benefit” shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 8.9 shall be made in a manner determined by the Company that is consistent with the requirements of Section 409A. All calculations and the Employee otherwise agree, any determination required determinations under this Section 14 will 8.9 shall be made in writing by an independent public accountants accounting firm or independent tax counsel appointed by the Company (the “AccountantsTax Counsel”) chosen by the Company, whose determination will determinations shall be conclusive and binding (absent manifest error) upon the Employee and on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 148.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 148.9. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.connection

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that (i) If any of the payments and or benefits provided for under this Agreement together with received or to be received by the Employee (including, without limitation, any payments or benefits under received in connection with a Change in Control or the Employee’s termination of employment, whether pursuant to the terms of this Agreement or any other agreement plan, arrangement, or arrangement between agreement, or otherwise (all such payments collectively referred to herein as the Company and the Employee (collectively, the “"280G Payments”) would (a") constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 would will be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then such Payments the Company shall be either: (i) delivered in full, or (ii) reduced (but not below zero) pay to the maximum amount that could Employee, no later than the time such Excise Tax is required to be paid by the Employee or withheld by the Company, an additional amount equal to the Employee without giving rise to the Excise Tax, whichever sum of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt payable by the Employee, on an plus the amount necessary to put the Employee in the same after-tax basisposition (taking into account any and all applicable federal, of state, and local excise, income, or other taxes at the greatest amount of highest applicable rates on such 280G Payments and on any payments under this Section 2.5d(i) or otherwise) as if no Excise Tax had been imposed. (ii) All calculations and determinations under this Section 2.5d shall be made by an independent accounting firm or independent tax counsel appointed by the Payments, notwithstanding that all or some portion of such Payments may Company (the "Tax Counsel") whose determinations shall be subject to the Excise Tax. Unless conclusive and binding on the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations and determinations required by this Section 142.5d, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and the Employee agree to shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 142.5d. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeits services.

Section 280G. Notwithstanding anything contained any other provision in this Agreement Agreement, in the event that it is determined (by the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the contrary to applicable Change in Control (the extent “Accountant”)) that any the aggregate amount of the payments payments, distributions, benefits and benefits provided entitlements of any type payable by Employer or any affiliate to or for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the benefit of Employee (collectivelyincluding any payment, the “Payments”) would (a) constitute distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Internal Revenue Code and of 1986, as amended (bthe “Code”) (such payments, the “Parachute Payments”) that, but for this Section 14 4 would be subject payable to Employee, exceeds the greatest amount of Parachute Payments that could be paid to Employee without giving rise to any liability for any excise tax imposed by Section 4999 of the CodeCode (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such excise taxtax or taxes, together with any such interest and or penalties, are hereinafter collectively referred to as the “Excise Tax”), then such 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 either: payable by Employee. For the avoidance of doubt, this provision shall reduce the amount of Parachute Payments otherwise payable to Employee, if doing so would place Employee in a more favorable net after-tax economic position as compared with not reducing the amount of Parachute Payments (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results payable in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion respect of such Parachute Payments). Parachute Payments may will be reduced by first reducing amounts considered to be nonqualified deferred compensation subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): Code (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant“Section 409A”); and (3) reduction of other benefits paid or provided that, in no event may the Parachute Payments be reduced in a manner that would subject Employee to Employee.additional taxation under Section 409A.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that 11.1 If any of the payment or benefit (including payments and benefits provided for under pursuant to this Agreement together Agreement) that Executive would receive in connection with any payments or benefits under any other agreement or arrangement between a Change in Control from the Company and the Employee or otherwise (collectively, the “PaymentsTransaction Payment”) would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code; and (b) but for this the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 14 would be subject to the excise tax imposed by Section 4999 280G(b)(3) of the Code, 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 TaxParachute Threshold”)) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then such the Transaction Payments payable to Executive shall be either: (i) delivered in full, or (ii) reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the PaymentsParachute Threshold, notwithstanding that all or some portion of such reducing first any Transaction Payments may be subject to the Excise Tax. under Section 5.3(a) hereof. 11.2 Unless Executive and the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will section shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 14, the The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Employee agree Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required section as well as any costs incurred by this provision shall occur in Executive with the following order (Accountants for tax planning under Sections 280G and in a manner compliant with Section 409A 4999 of the Code): (1) reduction . 11.3 The Company hereby agrees that, for purposes of cash payments, beginning with payments scheduled determining whether any Transaction Payment would be subject to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order the excise tax under Section 4999 of the date Code, the non-compete set forth in Section 10.1 shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountants’ attribution of a value to the non-compete set forth in Section 10.1 that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K in the year prior to year of the grant); event that triggers the excise tax, to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the Code than Executive would have been subject to had the Company or Accountants attributed a value to the non-compete set forth in Section 10.1 that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and (3) reduction of other benefits paid or provided to EmployeeExchange Commission Regulation S-K for such year.

Section 280G. This Section 18 will apply if the Executive is a “disqualified individual” within the meaning of Section 1.280G-1, Q/A-15 of the Treasury regulations. In the event of an event constituting a change in the ownership or effective control of the Company or ownership of a substantial portion of the assets of the Company described in Section 280G(b)(2)(A)(i) of the Code, the Company, at its sole expense, will cause its independent auditors promptly to review all payments, accelerations, distributions and benefits that have been made to or provided to, and are to be made, or may be made, to or provided to, the Executive under the Agreement (irrespective of whether severance payment and benefits or other payments and benefits are then payable to the Executive at that time), and any other agreement or plan under which the Executive may individually or collectively benefit (collectively the “Original Payments”), to determine the applicability of Section 4999 of the Code to the Executive in connection with such event. The Company’s independent auditors will perform this analysis in conformity with the foregoing provisions and will provide the Executive with a copy of their analysis and determination. Notwithstanding anything contained in this Agreement to the contrary contrary, to the extent that any the Original Payments would be subject to the excise tax imposed under Section 4999 of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between Code (the Company and the Employee (collectively“Excise Tax”), the Original Payments will be reduced (but not below zero) to the extent necessary so that no Original Payment will be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Executive will exceed the net after-tax benefit received by him or her if no such reduction was made. For purposes of this Agreement, “Payments”) would net after-tax benefit” will mean (a) the Original Payments which the Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code and Code, less (b) but for this Section 14 would be subject to the excise tax imposed by Section 4999 amount of the Code, 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 such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable all federal, state and local income and employment taxes and payable with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which the foregoing will 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 (c) the amount of the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject imposed with respect to the Excise Taxpayments and benefits described in (a) above. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations If a reduction is required by this Section 14provision, the Accountants may make reasonable assumptions payments and approximations concerning applicable taxes and may rely on reasonablebenefits will be reduced in the following order: any cash severance to which the Executive becomes entitled (starting with the last payment due), good faith interpretations concerning then other cash amounts that are parachute payments (starting with the application of Sections 280G and 4999 last payment due), then any stock option awards that have exercise prices higher than the then-fair market value price of the Codestock (based on the latest vesting tranches), then restricted stock and restricted stock units based on the latest awards scheduled to be distributed, and then other stock options based on the latest vesting tranches. The Company fees and Employee agree to furnish to expenses of the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur Company’s auditor for its services in connection with any the determinations and calculations contemplated by this Section 14. Any reduction in Payments required provision will be borne by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeCompany.

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the extent that any terms of the payments and benefits provided for under this Agreement together with any or otherwise) (such benefits, payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the distributions are hereinafter referred to as “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 would would, if paid, be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such then, prior to the making of any Payments shall to Executive, a calculation will be either: made comparing (i) delivered in full, or (ii) reduced (but not below zero) the net after-tax benefit to Executive of the maximum amount that could be paid to the Employee without giving rise to Payments after payment by Executive of the Excise Tax, whichever of to (ii) the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an net after-tax basis, of benefit to Executive if the greatest amount of Payments had been limited to the Payments, notwithstanding that all or some portion of such Payments may be extent necessary to avoid being subject to the Excise Tax. Unless If the Company and amount calculated under clause (i) of the Employee otherwise agreeimmediately preceding sentence is less than the amount calculated under clause (ii) thereof, any determination required under this Section 14 then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”). (b) The reduction of the Payments, if applicable, will be made in writing by independent public accountants (the “Accountants”) chosen by the Companyfirst reducing cash Payments and then, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such information and documents Payments as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grantChange of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”); . For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, 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 constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (3c) reduction All determinations required to be made under this Section 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of other benefits the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (15) business days after the receipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the Determination Firm will be borne solely by the Bank. Any determination by the Determination Firm will be binding upon the Bank and Executive. (d) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Determination Firm hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (an “Underpayment”). In the event that the Determination Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive that the Determination Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive will be repaid by Executive to the appropriate member of the Equity Group 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 will be required if and to Employee.the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Determination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would otherwise payable to Executive (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this Section 14 8, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (i) delivered in full, or (ii) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Parties otherwise agreeagree in writing, any determination required under this Section 14 8 will be made in writing by independent public accountants a nationally-recognized accounting firm selected jointly by Employer and Executive (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company Employer for all purposes. For purposes of making the calculations required by this Section 148, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Parties agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company Employer will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeprovision.

Section 280G. (a) Notwithstanding anything contained in any provision of this Agreement to the contrary to the extent that contrary, if any of the payments and or benefits provided for under received or to be received by the Executive in connection with the Executive’s termination of employment in respect of a Change in Control, whether pursuant to the terms of this Agreement together or any other plan, arrangement or agreement with the Company (all such payments and benefits, being hereinafter referred to as the “Total Payments”), would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Code, the Executive shall receive the Total Payments and be responsible for the Excise Tax; provided, however that the Executive shall not receive the Total Payments and the Total Payments shall be reduced to the Safe Harbor Amount (defined below) if (1) the net amount of such Total Payments, as so reduced to the Safe Harbor Amount (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (2) the net amount of such Total Payment 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 Executive would be subject in respect of such unreduced Total Payments). The “Safe Harbor Amount” is the amount to which the Total Payments would hypothetically have to be reduced so that no portion of the Total Payments would be subject to the Excise Tax. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (1) all of the Total Payments shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), such payments or benefits under any other agreement (in whole or arrangement between in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Company and the Employee Code, (collectively, the 2) all “Payments”) would (a) constitute “excess parachute payments” within the meaning of Section 280G 280G(b)(1) of the Code and (b) but for this Section 14 would shall be treated as subject to the excise tax imposed by Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 4999 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of Section 280G(b)(3) of the Code) allocable to such reasonable compensation, 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 such Payments shall be either: (i) delivered in full, or (ii) reduced (but otherwise not below zero) to the maximum amount that could be paid to the Employee without giving rise subject to the Excise Tax, whichever and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the foregoing amountsCode. If the Auditor is prohibited by applicable law or regulation from performing the duties assigned to it hereunder, taking into account then a different auditor, acceptable to both the applicable federal, state and local income and employment taxes Company and the Excise Executive, shall be selected. The fees and expenses of Tax (Counsel and any equivalent state or local excise taxes), results in the receipt Auditor shall be paid by the EmployeeCompany. (c) In the event it is determined that the Safe Harbor Amount is payable to the Executive, then the severance payments provided under Section 7.6 which are cash shall first be reduced on an after-tax a pro rata basis, and the non-cash severance payments shall thereafter be reduced on a pro rata basis, to the extent necessary so that no portion of the greatest amount of the Payments, notwithstanding that all or some portion of such Total Payments may be is subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this The Severance Agreement to is hereby amended by inserting the contrary to following paragraphs immediately following the extent that any last paragraph thereof: (i) the aggregate of the payments all amounts and benefits provided for due to you under this Agreement together with any payments or benefits under any other agreement plan, program, agreement, or arrangement between with the Company or any of its affiliates or subsidiaries would, if received by you in full and valued under Section 280G of the Employee Internal Revenue Code of 1986, as amended (collectively“Section 280G”), the “Payments”) would (a) constitute “parachute payments” within the meaning of as defined in and under Section 280G of the Code (collectively, “280G Benefits”), and if (bii) but for this Section 14 would be subject to such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed by pursuant to Section 4999 of the Code, be less than the amount you would receive, after all taxes, if you received aggregate 280G Benefits equal (as valued under Section 280G) to only three (3) times your “base amount” as defined in and under Section 280G, less $1.00, then (iii) such 280G Benefits payable in cash, and/or such benefits under the Equity Incentive Awards, in either case as you shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by you will not constitute parachute payments; provided, that, any interest or penalties such reduction shall be effected in a manner intended to comply with Section 409A. The determinations with respect to such excise tax this paragraph shall be made by an independent auditor (such excise taxthe “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless you reasonably object to the use of that firm, in which event the Auditor will be a nationally recognized United States public accounting firm chosen by the parties to this Agreement. It is possible that after the determinations and selections made pursuant to the preceding paragraph, you will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this paragraph (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is 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 you shall promptly pay an amount equal to the Excess Payment to the Company, together with any interest on such interest amount at the applicable federal rate (as defined in and penalties, are hereinafter collectively referred to as under Section 1274(d) of the “Excise Tax”), then Code) from the date of your receipt of such Payments shall be either: Excess Payment until the date of such payment. In the event that it is determined (i) delivered in full, by a court or (ii) reduced (but not below zero) by the Auditor upon request by a party to this Agreement, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the maximum Underpayment to you, together with interest on such amount that could be at the applicable federal rate from the date such amount would have been paid to you had the Employee without giving rise to the Excise Tax, whichever provisions of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of paragraph not been applied until the date of the grant); and (3) reduction of other benefits paid or provided to Employeesuch payment.”

Section 280G. Notwithstanding anything to the contrary contained in this Agreement to the contrary Agreement, to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company Executive and the Employee Company (collectively, the “"Payments”) would (a") constitute “a "parachute payments” payment" within the meaning of Section 280G of the Code and (bii) but for this Section 14 13(b), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as then the “Excise Tax”), then such Payments shall be either: payable either (i) delivered in full, full or (ii) reduced (but not below zero) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, Code; whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)tax imposed by Section 4999, results in the Executive’s receipt by the Employee, on an after-tax basis, of the greatest amount of the Paymentseconomic benefits under this Agreement, notwithstanding that all or some portion of such Payments benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company Executive and the Employee Company otherwise agreeagree in writing, any determination required under this Section 14 will 13(b) shall be made in writing by the Company’s independent public accountants (the “"Accountants”) chosen by the Company"), whose reasonable determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 1413(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Sections 280G and 4999 of the Code. The Executive and the Company and Employee agree to shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 1413(b). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by If this Section 14. Any reduction 13(b) is applied to reduce an amount payable to the Executive, and the Internal Revenue Service successfully asserts that, despite the reduction, the Executive has nonetheless received payments which are in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A excess of the Code): (1) reduction maximum amount that could have been paid to him without being subjected to any excise tax, then, unless it would be unlawful for the Company make such a loan or similar extension of cash paymentscredit to the Executive, beginning with payments scheduled the Executive may repay such excess amount to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the Company though such amount constitutes a loan to you made at the date of payment of such excess amount, bearing interest at 120% of the grantapplicable federal rate (as determined under section 1274(d) of the Code in respect of such loan); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that If any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement received or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) to be received by Executive constitute “"parachute payments” " (all such payments collectively referred to herein as the "280G Payments") within the meaning of Section 280G of the Internal Revenue Code (the "Code") and (b) would, but for this Section 14 would 20, be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then such Payments prior to making the 280G Payments, a calculation shall be either: made comparing (i) delivered in full, or the Net Benefit (as defined below) to the Executive of the 280G Payments after payment of the Excise Tax to (ii) reduced (but not below zero) the Net Benefit to the maximum amount that could be paid Executive if the 280G Payments are limited to the Employee without giving rise extent necessary to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be avoid being subject to the Excise Tax. Unless Only if the Company amount calculated under (i) above is less than the amount under (ii) above will the 280G Payments be reduced to the minimum extent necessary to ensure that no portion of the 280G Payments is subject to the Excise Tax. "Net Benefit" shall mean the present value of the 280G Payments net of all federal, state, local, foreign income, employment, and excise taxes. Any reduction made pursuant to this Section 20 shall be made in a manner consistent with the Employee otherwise agree, any determination required requirements of Section 409A. All calculations and determinations under this Section 14 will 20 shall be made in writing by an independent public accountants accounting firm or independent tax counsel appointed by the Company (the “Accountants”"Tax Counsel") chosen by the Company, whose determination will determinations shall be conclusive and binding (absent manifest error) upon the Employee and on the Company and Executive for all purposes. For purposes of making the calculations and determinations required by this Section 1420, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 1420. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeits services.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would otherwise payable to Executive (a) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (b) but for this Section 14 8, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (i) delivered in full, or (ii) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Parties otherwise agreeagree in writing, any determination required under this Section 14 8 will be made in writing by independent public accountants a nationally- recognized accounting firm selected jointly by Employer and Executive (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company Employer for all purposes. For purposes of making the calculations required by this Section 148, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Parties agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company Employer will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeprovision.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary in this Agreement, in the event that Section 280G of the Code applies to the extent You, You expressly agree that any of if the payments and benefits provided for under in this Agreement together with any payments or benefits under any other agreement or arrangement between payments and benefits which You have the right to receive from the Company and the Employee its affiliates (collectively, the “Payments”) ), would (a) constitute a “parachute paymentspayment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code Code), then the Payments shall be either (i) reduced (but not below zero) so that the present value of the Payments will be one dollar ($1.00) less than three times Your “base amount” (as defined in Section 280G(b)(3) of the Code) and (b) but for this Section 14 would so that no portion of the Payments received by You shall be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, Code or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Taxin full, whichever of produces the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an better net after-tax basis, result to You. The reduction of the greatest amount of the Payments, notwithstanding if any, shall be made by reducing first any Payments that all or some portion of are exempt from Section 409A and then reducing any Payments subject to Section 409A in the reverse order in which such Payments may would be subject paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the Excise Tax. Unless the Company and the Employee otherwise agreeextent necessary, any determination required under this Section 14 will through to such payment or benefit that would be made first in writing by independent public accountants (time). The determination as to whether any such reduction in the “Accountants”) chosen Payments is necessary shall be made by the CompanyCompensation Committee or its designee in good faith, whose which determination will be conclusive and binding (absent manifest error) upon the Employee You and the Company for all purposes. For purposes of In making the calculations required by this Section 14such determination, the Accountants Compensation Committee or its designee shall engage the services of nationally recognized accounting or legal advisors, and may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code (including but not limited to Sections 280G and 4999 4999). If a reduced Payment is made or provided and, through error or otherwise, that Payment, 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 Your base amount, then You shall repay such excess to t the Company within 30 days of the Code. The Company and Employee agree Company’s notice to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeyou.

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement otherwise payable to Executive, whether or arrangement between the Company and the Employee not pursuant to this Agreement, (collectively, the “Payments”) would (a1) constitute “parachute payments” within the meaning of Section 280G of the Code Code, and (b2) but for this Section 14 10, would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 10 will be made in writing by independent public accountants a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes, other than in the event of manifest error. The ​ ​ ​ ​ Company shall request the Accountants to perform all necessary calculations promptly in connection with the applicable Change in Control or termination of employment. For purposes of making the calculations required by this Section 1410, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall will occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)awards; and (3) reduction of other benefits paid or provided to Employee.Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accountants shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations. ​

Section 280G. Notwithstanding anything contained in this Agreement to In the contrary to the extent event that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee otherwise payable to Executive (collectively, the “Payments”) would (ai) constitute “parachute payments” within the meaning of Section 280G of the Code of the U.S. Internal Revenue Code of 1986, as amended (the “Code”), and (bii) but for this Section 14 6(i), would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall payments and benefits will be either: either (ix) delivered in full, or (iiy) reduced (but not below zero) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the maximum amount that could be paid to the Employee without giving rise to the Excise TaxCode, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax excise tax imposed by Section 4999 of the Code (and any equivalent state or local excise taxes), results in the receipt by the Employee, Executive on an after-tax basis, of the greatest amount of the Paymentsbenefits, notwithstanding that all or some portion of such Payments payments and benefits may be subject to taxable under Section 4999 of the Excise TaxCode. Unless the Company and the Employee Executive otherwise agreeagree in writing, any determination required under this Section 14 6(i) will be made in writing by independent public accountants a nationally-recognized accounting firm selected jointly by the Company and Executive (the “Accountants”) chosen by the Company), whose determination will be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 146(i), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14provision. Any reduction in Payments payments and/or benefits required by this provision shall will occur in the following order (and in a manner compliant with Section 409A of the Code): order: (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant)equity-based awards; and (3) reduction of other benefits paid or provided to EmployeeExecutive. In the event that acceleration of vesting of equity-based awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity-based awards. If two or more equity-based awards are granted on the same date, each award will be reduced on a pro-rata basis.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute In the event that the Company undergoes a “parachute paymentschange in ownership or control” (within the meaning of Section 280G of the Code and the regulations and guidance promulgated thereunder (b“Section 280G”)) but for this Section 14 before the Company or any Affiliate of the Company that would be subject 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 interest 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 penalties with respect (ii) if the amount of the Total Payments (without regard to such clause (i)) reduced by the excise tax imposed by Section 4999 of the Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to and the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the all other applicable federal, state and local taxes (with income and employment taxes and all computed at the Excise Tax highest applicable marginal rate) is greater than the Limited Amount reduced by the amount of all taxes applicable thereto (and any equivalent state or local excise taxeswith income taxes all computed at the highest marginal rate), results in the receipt by amount of the Total Payments otherwise payable without regard to clause (i). If it is determined that the Limited Amount will maximize the Employee, on an ’s after-tax basisproceeds, 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 greatest amount of the PaymentsTreasury Regulations does not apply, notwithstanding (iii) third, by reducing all remaining payments and benefits that all or some portion of such Payments may be are exempt from Section 409A and (iv) finally, by reducing payments and benefits that are subject to the Excise TaxSection 409A, in each case, with all such reductions done on a pro rata basis. Unless the Company and the Employee otherwise agree, any determination required under 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 writing performing calculations regarding the applicability of Section 280G and Section 4999 of the Code selected by independent public accountants the Company for such purpose (the “AccountantsIndependent Advisors”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes). For purposes of making such determinations, no portion of the calculations required 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 Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning excess amount shall be returned immediately by the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish Executive to the Accountants such information Company or (B) a lesser reduction in the Total Payments should have been made to implement the objective and documents as the Accountants may reasonably request in order to make a determination under intent of this Section 14. The Company will bear all costs , the Accountants may reasonably incur in connection with additional amount shall be paid immediately by the Company, or any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A Affiliate of the Code): (1) reduction of cash paymentsCompany, beginning with payments scheduled as applicable, to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeExecutive.

Section 280G. Notwithstanding anything contained Prior to the Closing Date, the Company shall use commercially reasonable efforts to obtain from each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the transactions contemplated by this Agreement that could constitute “parachute payments” under Section 280G(b)(2) of the Code and the regulations promulgated thereunder (“Section 280G Payments”) a written agreement (a “Parachute Payment Waiver”) waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the contrary “Waived Benefits”), to the extent necessary so that any of the all remaining payments and benefits provided applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for under this Agreement the Waived Benefits the right to receive the Waived Benefits only if approved by the stockholders of the Company in a manner that complies with Section 280G(b)(5)(B) of the Code. In connection with the foregoing, the Parent shall provide the Company with all information reasonably necessary to allow the Company to determine whether any payments made or to be made or benefits granted or to be granted pursuant to any agreement, arrangement or contract entered into or negotiated by the Parent or its Affiliates (the “Parent Payments”), together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectivelyall Section 280G Payments, the “Payments”) would (a) constitute could reasonably be considered to be “parachute payments” within the meaning of Section 280G(b)(2) of the Code at least seven (7) Business Days prior to the Closing Date or promptly after such amounts are known, if later, but in any event not fewer than four (4) Business Days prior to the Closing Date (and shall further provide any such updated information as is reasonably necessary prior to the Closing Date). Prior to the Securities Purchase Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a Parachute Payment Waiver in accordance with this Section 6.08 for approval of the Company’s stockholders and such Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Company’s stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and the regulations promulgated thereunder; provided, that in no event shall this Section 6.08 be construed to require the Company (or any of its Affiliates) to compel any Disqualified Individual to waive any existing rights under any Contract or agreement that such Disqualified Individual has with the Company, any Subsidiary of the Company or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 6.08 if any such Disqualified Individual refuses to waive any such rights despite the Company’s commercially reasonable efforts to obtain a Parachute Payment Waiver from such Disqualified Individual or if the stockholders fail to approve any Waived Benefits. Notwithstanding anything to the contrary in this Section 6.08 or otherwise in this Agreement, to the extent the Parent has provided materially inaccurate information, or the Parent’s material omission of information has resulted in materially inaccurate information, with respect to any Parent Payments, there shall be no breach of the covenant contained herein or the representations set forth in Section 4.18(d)(iv) to the extent caused by such inaccurate or omitted information. Prior to obtaining the Parachute Payment Waivers and seeking the stockholder approval described in this Section 6.08, the Company shall provide the Parent and its counsel with copies of the analysis under Section 280G of the Code and (b) but for this Section 14 would be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes Parachute Payment Waivers and the Excise Tax (disclosure statement and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations other stockholder approval materials contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (6.08 and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and at least three (3) reduction of other benefits paid Business Days to review and the Company shall consider in good faith any changes reasonably requested by the Parent or provided to Employeeits counsel.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to (a) To the extent that any payment or distribution to or for the benefit of the payments and benefits provided for under Executive pursuant to the terms of this Agreement together with any payments or benefits under 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 arrangement between effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company and or such person, whether paid or payable or distributed or distributable pursuant to the Employee terms of this Agreement or otherwise (collectively, the “Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) but for this Section 14 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 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 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 indirectly alter the time or method of payment of any interest amount that is deferred compensation subject to (and not exempt from) Section 409A. (b) All determinations required to be made under this Section 6, including whether and when the 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 penalties other nationally recognized consulting firm with respect 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 receipt of notice from the Company or Executive that there has been a Payment, or such excise tax earlier time as is requested by the Company (such excise taxcollectively, together with any such interest and penaltiesthe “Determination”). In the event that the Calculating Firm is serving as accountant, are hereinafter collectively 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 (which accounting firm shall then be referred to as the “Excise Tax”Calculating Firm hereunder), then such Payments . All fees and expenses of the Calculating Firm shall be either: (i) delivered borne solely by the Company and the Company shall enter into any agreement requested by the Calculating Firm in full, 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 (ii) reduced (but not below zero) to disputes with the maximum amount that could be paid to the Employee without giving rise Internal Revenue Service relating to the Excise Tax, whichever of the foregoing amountsand Executive shall cooperate, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen extent Executive’s reasonable out-of pocket expenses are reimbursed by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and with any reasonable requests by the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid such contests or provided to Employeedisputes.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that 6.1 If any of the payment or benefit (including payments and benefits provided for under pursuant to this Agreement together Agreement) that Executive would receive in connection with any payments or benefits under any other agreement or arrangement between a Change in Control from the Company and the Employee or otherwise (collectively, the “PaymentsTransaction Payment”) would (a) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code; and (b) but for this the net after-tax benefit that Executive would receive by reducing the Transaction Payments to three times the “base amount,” as defined in Section 14 would be subject to the excise tax imposed by Section 4999 280G(b)(3) of the Code, 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 TaxParachute Threshold”)) is greater than the net after-tax benefit Executive would receive if the full amount of the Transaction Payments were paid to Executive, then such the Transaction Payments payable to Executive shall be either: (i) delivered in full, or (ii) reduced (but not below zero) so that the Transaction Payments due to Executive do not exceed the maximum amount that could be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the PaymentsParachute Threshold, notwithstanding that all or some portion of such reducing first any Transaction Payments may be subject to the Excise Tax. under Section 5.6(a) hereof. 6.2 Unless Executive and the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will section shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee Executive and the Company for all purposes. For purposes of making the calculations required by this Section 14, the The Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Employee agree Executive as requested by the Company or Executive at least thirty (30) days prior to the date the excise tax imposed by Section 4999 of the Code (including any interest, penalties or additions to tax relating thereto) is required to be paid by Executive or withheld by the Company. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required section as well as any costs incurred by this provision shall occur in Executive with the following order (Accountants for tax planning under Sections 280G and in a manner compliant with Section 409A 4999 of the Code): (1) reduction . 6.3 The Company hereby agrees that, for purposes of cash payments, beginning with payments scheduled determining whether any Transaction Payment would be subject to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order the excise tax under Section 4999 of the date Code, the non-compete set forth in Exhibit B shall be treated as an agreement for the performance of personal services. The Company hereby agrees to indemnify, defend, and hold harmless Executive from and against any adverse impact, tax, penalty, or excise tax resulting from the Company or Accountants’ attribution of a value to the non-compete set forth in Exhibit B that is less than the total compensation amount disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for 2015 (as reported in the 2016 annual report or proxy statement), to the extent the use of such lesser amount results in a larger excise tax under Section 4999 of the grant); Code than Executive would have been subject to had the Company or Accountants attributed a value to the non-compete set forth in Exhibit B that is at least equal to the total compensation amount disclosed under Item 402(c) of Securities and (3) reduction of other benefits paid or provided to EmployeeExchange Commission Regulation S-K for 2015.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that If any of the payments and or benefits provided for under 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 together with any payments or benefits under any other agreement plan, arrangement or arrangement between agreement, or otherwise) (all such payments collectively referred to herein as the Company and the Employee (collectively, the “"280G Payments”) would (a") constitute “"parachute payments” " within the meaning of Section 280G of the Code and (b) would, but for this Section 14 would 5.9, be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then such 280G Payments shall be either: reduced in a manner determined by the Company (iby the minimum possible amounts) delivered in fullthat is consistent with the requirements of Section 409A until no amount payable to the Executive will be subject to the Excise Tax. if two economically equivalent amounts are subject to reduction but are payable at different times, or (ii) the amounts shall be reduced (but not below zero) to the maximum amount that could on a pro rata basis. (a) All calculations and determinations under this Section 5.9 shall be paid to the Employee without giving rise to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state made by an independent accounting firm or local excise taxes), results in the receipt independent tax counsel appointed by the Employee, Company (the "Tax Counsel") whose determinations shall be conclusive and binding on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company Executive for all purposes. For purposes of making the calculations and determinations required by this Section 145.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to the Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 145.9. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeits services.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that If any of the payment or benefit (including payments and benefits provided for under pursuant to this Agreement together Agreement) that you would receive in connection with any payments or benefits under any other agreement or arrangement between a Change in Control from the Company and the Employee or otherwise (collectively, the “PaymentsTransaction Payment”) would (ai) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code (the “Code”), and (bii) but for this Section 14 would sentence, be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments the Company shall cause to be either: (i) delivered in fulldetermined, or (ii) reduced (but not below zero) to before any amounts of the maximum amount that could be Transaction Payment are paid to you, which of the Employee without giving rise following two alternative forms of ▇▇▇▇ ▇▇▇▇▇▇▇ February 4, 2015 payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Excise Tax, whichever : (1) payment in full of the foregoing amountsentire amount of the Transaction Payment (a “Full Payment”), taking or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account the all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and any equivalent state or local excise taxes). If a Reduced Payment is made, (x) you shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the receipt by greatest economic benefit to you as determined in this paragraph. If more than one method of reduction will result in the Employeesame economic benefit, on an after-tax basis, the portions of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may Transaction Payment shall be subject to the Excise Taxreduced pro rata. Unless you and the Company and the Employee otherwise agreeagree in writing, any determination required under this Section 14 will paragraph shall be made in writing by the Company’s independent public accountants (the “Accountants”) chosen by the Company), whose determination will shall be conclusive and binding (absent manifest error) upon the Employee you and the Company for all purposes. For purposes of making the calculations required by this Section 14paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The You and the Company and Employee agree to shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14paragraph. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required paragraph as well as any costs incurred by this provision shall occur in you with the following order (Accountants for tax planning under Sections 280G and in a manner compliant with Section 409A 4999 of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employee.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute The Company ‎shall deliver to the ‎Buyer a copy of a customary analysis with respect to each “parachute paymentsdisqualified individual” within the ‎the meaning of Section 280G of the Code and ‎the Treasury Regulations promulgated ‎thereunder (each a “Disqualified Individual”) with respect to the Company and any payment(s) ‎or benefit(s) that would reasonably be expected to constitute “parachute payments” within ‎the ‎meaning of Section 280G of the Code and the Treasury Regulations promulgated ‎‎thereunder (each a “Parachute Payment”) in connection with the transactions contemplated by this Agreement (including any potential payments or benefits, that are not reasonably expected to be “reasonable compensation” for services to be rendered or on or after the Closing as described in Section 280G(b)(4) of the Code and Treasury Regulations Section 1.280G-1 Q/A-5(a)(5) and Q/A-40, pursuant to any plans, agreements, or other arrangements of the Buyer or its Affiliates, the material terms of which will be provided to the Company no later than twenty (20) days after the Agreement Date), which identifies whether any Disqualified Individual would receive an Excess Parachute Payment. ‎ (b) but for this Section 14 would be subject On the Closing Date and prior to the excise tax imposed Closing, (i) the Company ‎shall use commercially reasonable efforts to obtain a Parachute Payment Waiver, in the form approved by Section 4999 of the CodeBuyer, or ‎from each Disqualified Individual who would reasonably be expected to receive any interest or penalties Excess Parachute ‎Payments in connection with the transaction resulting from this Agreement, and (ii) with respect to such excise tax each Parachute Payment Waiver received, if ‎any, as soon as practicable following the ‎receipt of the Parachute Payment Waivers (such excise taxif any), together the Company shall submit the ‎payments waived under the Parachute Payment Waivers to the holders ‎of the Shareholders for approval, in each case, in accordance with any such interest the requirements of ‎‎Section 280G(b)(5)(B) of the Code and penaltiesthe Treasury Regulations promulgated ‎‎thereunder ‎‎(the foregoing actions, are hereinafter collectively referred to as the a “Excise Tax280G Vote”), then such Payments shall be either: (i) delivered in full, or (ii) reduced (but not below zero) . Prior to the maximum amount that could be paid Closing Date, if Parachute ‎Payment Waivers ‎are obtained and a 280G Vote is taken, the Company shall deliver to the Employee without giving rise Buyer evidence reasonably satisfactory to the Excise TaxBuyer, whichever of (A) that a ‎‎280G Vote was ‎solicited and (B) the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion result of such Payments may be subject to the Excise Tax. Unless the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeVote. The Company and Employee agree to furnish shall provide ‎drafts to the Accountants such information Buyer of the form of the Parachute ‎Payment Waiver, the disclosure statement, and documents as ‎any other materials to be submitted to the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur Shareholders in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of ‎‎280G Vote prior to soliciting the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to EmployeeParachute Payment Waivers.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that (a) If any of the payments and or benefits provided for under 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 together with any payments or benefits under any other agreement plan, arrangement, or arrangement between the Company and the Employee agreement, or otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) would (a) constitute “parachute payments” within the meaning of Section 280G of the Code and (b) would, but for this Section 14 would 2.9, be subject to the excise tax imposed by under Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such 280G Payments shall be either: either (i) delivered be paid in full, or (ii) reduced in a manner determined by the Company (but not below zeroby the minimum possible amounts) that is consistent with the requirements of Section 409A until no amount payable to the maximum amount that could Executive will be paid to the Employee without giving rise subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes)Tax, results in the receipt by the Employee, Executive on an after-tax basis, basis of the greatest amount of the 280G Payments, notwithstanding that all or some portion of such Payments may be . If two economically equivalent amounts are subject to reduction but are payable at different times, the Excise Tax. Unless amounts shall be reduced (but not below zero) on a pro rata basis. (b) All calculations and determinations under this Section 2.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the Employee otherwise agree, any determination required under this Section 14 will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination will be conclusive and binding (absent manifest error) upon the Employee and the Company Executive for all purposes. For purposes of making the calculations and determinations required by this Section 142.9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and Employee agree to the Executive shall furnish to the Accountants Tax Counsel with such information and documents as the Accountants Tax Counsel may reasonably request in order to make a determination its determinations under this Section 142.9. The Company will shall bear all costs the Accountants Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order (and in a manner compliant with Section 409A of the Code): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date of the grant); and (3) reduction of other benefits paid or provided to Employeeits services.

Section 280G. Notwithstanding anything contained in this Agreement to the contrary to the extent that any of the payments and benefits provided for under this Agreement together with any payments or benefits under any other agreement or arrangement between the Company and the Employee (collectively, the “Payments”) would (a) constitute “parachute payments” In the event that the total amount of payments to be received by Executive, pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code and (bCode) would, but for this Section 14 would 21(a), be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments the amount of payments to be received by Executive pursuant to this Agreement shall be either: (i) delivered in full, or (ii) reduced (but not below zero) to the maximum amount that could be paid to will cause the Employee without giving rise to the Excise Tax, whichever total amounts of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the Excise Tax (and any equivalent state or local excise taxes), results in the receipt by the Employee, on an after-tax basis, of the greatest amount of the Payments, notwithstanding that all or some portion of such Payments may payments not to be subject to the Excise Tax. Unless , but only if the amount of such payments, after such reduction and after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments Executive would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax, all as determined in good faith by the Company. (b) The accounting firm engaged by the Company and for general audit purposes shall perform any calculations necessary in connection with this Section 21. The Company shall bear all expenses with respect to the Employee otherwise agree, any determination determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations under this Section 14 will be made 21 shall provide its calculations, together with detailed supporting documentation, to Executive and the 13 Company within 15 calendar days after the date on which Executive’s right to a payment contingent on a change in writing control is triggered (if requested at that time by independent public accountants (the “Accountants”) chosen by Executive or the Company) or such other time as requested by Executive or the Company. If the accounting firm determines that no Excise Tax is payable with respect to such payments, whose determination will be conclusive and binding (absent manifest error) upon the Employee it shall furnish Executive and the Company for all purposeswith an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such payments. For purposes Any good faith determinations of making the calculations accounting firm made hereunder shall be final, binding, and conclusive upon Executive and the Company. If a reduction in payments or benefits constituting “parachute payments” is required by this Section 1421(a), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order unless Executive elects in writing a different order (provided, however, that such election shall be subject to the Company’s approval if made on or after the date on which the event that triggers the payment occurs and in a manner compliant with to the extent that such election does not violate Code Section 409A of the Code409A): (1) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of the date on which such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is to be reduced, such accelerated vesting shall be cancelled in the reverse order of the grant); and (3) reduction grant date of other benefits paid or provided to EmployeeExecutive’s stock awards unless Executive elects in writing a different order for cancellation.

Section 280G. Notwithstanding anything contained in this Agreement Any provision of the Plan to the contrary to the extent that notwithstanding, if any of the payments and benefits provided for under this Agreement together with any payments payment or benefits under any other agreement or arrangement between benefit a Covered Employee would receive from the Company and its Subsidiaries or an acquiror pursuant to the Employee Plan or otherwise (collectively, the a “PaymentsPayment”) would (ai) constitute a “parachute paymentspayment” within the meaning of Section 280G of the Code Code, and (bii) but for this Section 14 would sentence, be subject to the excise tax imposed by Section 4999 of the Code, or any interest or penalties with respect to such excise tax Code (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then such Payments shall Payment will be either: (i) delivered in full, or (ii) reduced (but not below zero) equal to the maximum amount Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that could be paid to would result in no portion of the Employee without giving rise Payment being subject to the Excise TaxTax or (y) the largest portion, up to and including the total, of the Payment, whichever of the foregoing amountsamount, after taking into account the all applicable federal, state and local employment taxes, income and employment taxes taxes, and the Excise Tax (and any equivalent state or local excise taxesall computed at the highest applicable marginal rate), results in the receipt by the Covered Employee’s receipt, on an after-tax basis, of the greatest amount of the Payments, greater economic benefit notwithstanding that all or some portion of such Payments the Payment may be subject to the Excise Tax. Unless If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Company and Payment equals the Employee otherwise agreeHigher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, any determination required under this reduction shall comply with Section 14 409A including, but not limited to, the ordering of any such reduction. In no event will be made in writing by independent public accountants (the “Accountants”) chosen by the Company, whose determination any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the operation of this Section 7. The Company will be conclusive and binding (absent manifest error) upon use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, together with detailed supporting documentation, to Covered Employee and the Company for all purposes. For purposes of making the calculations required by this Section 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Employee agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 14. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 14. Any reduction in Payments required by this provision shall occur in the following order within fifteen (and in a manner compliant with Section 409A of the Code): (115) reduction of cash payments, beginning with payments scheduled to occur soonest; (2) reduction of vesting acceleration of equity awards (in reverse order of calendar days after the date of on which the grant); and Covered Employee’s right to a Payment is triggered (3if requested at that time by the Covered Employee or the Company) reduction of or such other benefits paid time as requested by the Covered Employee or provided to Employeethe Company.