Common use of Section 280G Clause in Contracts

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 Any provision of the Code (Plan to the “Excise Tax”); providedcontrary notwithstanding, however, that if any payment or benefit received or to be received by the a Covered Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with would receive from the Company and its Subsidiaries or an Affiliate acquiror pursuant to the Plan or otherwise (collectively, the a “PaymentsPayment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected but for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14sentence, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such Payment will be equal to the Higher Amount (defined below). The “Higher Amount” will be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Company shall pay such reduced amount to Excise Tax (all computed at the highest applicable marginal rate), results in Covered Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net ’s receipt, on an after-tax amount payable basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Higher Amount, reduction will occur in the manner that results in the greatest economic benefit for a Covered Employee. (d) As . 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 reduction shall comply with Section 409A including, but not limited to, the ordering of any such reduction. In no event will the Company, any Subsidiary or any stockholder be liable to any Covered Employee for any amounts not paid as a result of the uncertainty in the application operation of Section 280G at the time that the 280G Firm makes its determinations under this Section 148. The Company will use commercially reasonable efforts to cause the accounting or law firm engaged to make the determinations hereunder to provide its calculations, it is possible that amounts will have been paid or distributed together with detailed supporting documentation, to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Covered Employee and the Company of within fifteen (15) calendar days after the date on which the Covered Employee’s right to a Payment is triggered (if requested at that determination, and time by the Company will promptly pay Covered Employee or the amount of that Underpayment to the Employee. (eCompany) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession or such other time as reasonably requested by the 280G Firm, and otherwise cooperate with Covered Employee or the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14Company.

Section 280G. 14.1 The Employee shall bear all expense ofNotwithstanding anything to the contrary in this Agreement, if the Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received the payments and benefits provided for under the this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection together with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with payments and benefits which the Executive has the right to receive from the Company or an Affiliate (collectivelyGroup, the “Payments”) that would constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the payments and benefits provided for under this Agreement shall be either (a) reduced to (but not below zero) so that the extent necessary present value of such total amounts and benefits received by the Executive from the Company Group will be one dollar ($1.00) less than three times the Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit amounts and benefits received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof Executive shall be subject to the excise tax imposed by Section 4999 of the CodeCode or (b) paid in full, and whichever produces the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the better net after-tax amount payable position to the Employee. Executive (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or generate benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in kind hereunder in a refund similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by the Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its Affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Executive’s base amount, then the Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 12 shall require the Company Group to be responsible for, or have any liability or obligation with respect to, the Executive’s excise tax imposed liabilities under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of(a) Notwithstanding anything in this Agreement to the contrary, and in the event it will be solely responsible for, all federal, state, local or foreign taxes due with respect to determined that any payment received under or distribution by the AgreementEquity Group to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, includingpayments or distributions are hereinafter referred to as “Payments”) would, without limitationif paid, any be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, howeverthen, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced prior to the extent necessary so that no portion thereof shall making of any Payments to Executive, a calculation will be subject to the Excise Tax but only if, by reason of such reduction, made comparing (i) the net after-tax benefit received to Executive of the Payments after payment by Executive of the Employee shall exceed Excise Tax, to (ii) the net after-tax benefit that would to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be received 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 by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the Employee if no such reduction accounting firm that was madethe Bank’s independent auditor immediately before the Change of Control (the “Determination Firm”). For purposes of this Section 14: (a7, present value will be determined in accordance with Section 280G(d)(4) The of the Code. For purposes of this Section 7, the “net after-tax benefitParachute Value” shall mean (i) of a Payment means the Payments which present value as of the Employee receives or is then entitled to receive from date of the Company or its Affiliates Change of Control of the portion of such Payment that would constitute constitutes a “parachute paymentspayment” within the meaning of under Section 280G 280G(b)(2) of the Code, less as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. (iic) 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 all federalthe Reduced Amount, state and local income and employment taxes payable by the Employee with respect assumptions to the foregoing calculated be utilized in arriving at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (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)determinations, less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm 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 law firm that such earlier time as is selected for this purpose requested by the Company prior to the Change in Control (the “280G Firm”)Bank. All fees and expenses of the 280G Determination Firm shall will be borne solely by the CompanyBank. The Company Any determination by the Determination Firm will direct be binding upon the 280G Firm to submit any determination it makes under this Section 14 Bank and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the EmployeeExecutive. (d) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Determination Firm makes its determinations under this Section 14hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the Employee benefit of Executive that should not have been so paid or distributed (collectively, the an “OverpaymentsOverpayment”), ) or that additional amounts should be that will have not been paid or distributed by the Equity Group to or for the Employee benefit of Executive could have been so paid or distributed (collectively, the an “UnderpaymentsUnderpayment”). If In the 280G Firm determinesevent that the Determination Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company Equity Group or Executive that the Employee, which assertion the 280G Determination Firm believes has a high probability of success or controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Employee must repay Equity Group to or for the benefit of Executive will be repaid by Executive to the Company, without interestappropriate 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 loan such repayment will be deemed to have been made required if and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Employee Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G determinesDetermination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the 280G Firm will notify Equity Group to or for the Employee and benefit of Executive, together with interest at the Company applicable federal rate provided for in Section 7872(f)(2)(A) of that determinationthe Code, and but no later than March 15 of the Company will promptly pay year after the amount of that year in which the Underpayment is determined to exist, which is when the Employeelegally binding right to such Underpayment arises. (e) The parties will provide To the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably extent requested by Executive, the 280G Firm, and otherwise 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 Firm in connection with the preparation and issuance of the determinations Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and calculations contemplated by this Q&A-40 to Q&A-44 of the final regulations under Section 14280G 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. 14.1 The Employee shall bear all expense ofNotwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the payments and benefits provided for in this Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection together with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with payments and benefits which Executive has the right to receive from the Company or an Affiliate (collectivelyany of its affiliates, the “Payments”) that would constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced to (but not below zero) so that the extent necessary present value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit amounts and benefits received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof Executive shall be subject to the excise tax imposed by Section 4999 of the CodeCode or (b) paid in full, and whichever produces the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the better net after-tax amount payable position to the Employee. Executive (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or generate benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a refund similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax) shall be made at the expense of the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior to the consummation of the applicable change in control transaction, and the applicable independent accountants, law firm, or other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) as part of its analysis. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made. Nothing in this Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax imposed liabilities under Section 4999 of the Code. If [The remainder of this page was left blank intentionally; the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employeesignature page follows. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.]

Section 280G. 14.1 The Employee shall bear all expense ofNotwithstanding anything in this Agreement to the contrary, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under in the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, event that any payment or benefit received or to be received by the Employee Executive (including any payment or benefit received in connection with a Change in of Control or the termination of employment (Executive’s employment, whether payable under pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate agreement) (collectively, all such payments and benefits being hereinafter referred to as the “Total Payments”) that would constitute not be deductible (in whole or part) by the Company as a “parachute payment” within the meaning result of Section 280G of the Code, shall be reduced then, to the extent necessary so that no to make such portion thereof shall be subject to of the Excise Tax but only if, Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the CodeCode in any such other plan, less arrangement or agreement), the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (ii) 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; provided, however, that such reduction shall only be made if the amount of all such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes payable by the Employee with respect on such reduced Total Payments) is greater than or equal to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to such Total Payments without such reduction (but after subtracting the payments net amount of federal, state and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by local income taxes on such Total Payments and the Company prior to the Change in Control (the “280G Firm”). All fees and expenses amount of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the CodeCode on such unreduced Total Payments). It is possible that, after the determinations and selections made pursuant to this Section 23, the Executive will receive Total Payments that are, in the aggregate, either more or less than the amount properly determined under this Section 23 (hereafter referred to as an “Excess Payment” or “Underpayment”, as applicable). 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 Executive shall promptly repay the 280G determinesExcess Payment to the Company, based together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined by a court or by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor, upon controlling precedent or substantial authorityrequest of either party, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will shall promptly pay an amount equal to the amount of that Underpayment to Executive (but in any event within ten (10) days of such determination), together with interest on such amount at the Employee. (e) The parties will provide applicable federal rate from the 280G Firm access date such amount would have been paid to and copies the Executive had the provisions of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1423 not been applied until the date of payment.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to Notwithstanding any payment received under the other provision of this Agreement, including, without limitation, any excise tax imposed by Section 4999 of in the Code (event that it shall be determined that the “Excise Tax”); provided, however, that any payment aggregate payments or benefit received or to be received distributions by the Employee in connection with a Change in Control Company to or for the termination benefit of employment (Employee, whether paid or payable under or distributed or distributable pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate otherwise (collectively, the “Payments”) that would ), constitute a “excess parachute paymentpayments” within the meaning of (as such term is defined under Section 280G of the CodeCode or any successor provision, shall be reduced to and the extent necessary so that no portion thereof shall be subject to the Excise Tax but only ifregulations promulgated thereunder (collectively, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit “Section 280G”)) that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state or local income and employment taxes and the Company shall pay Excise Tax, results in the receipt by Employee, on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of such reduced amount benefits may be subject to the EmployeeExcise Tax. The 280G Firm shall make reductions required under In the event that the Payments are to be reduced pursuant to this Section 14 5, such Payments shall be reduced such that the reduction of compensation to be provided to Employee as a result of this Section 5 is minimized. In applying this principle, the reduction shall be made in a manner that maximizes consistent with the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application requirements of Section 280G 409A and where two economically equivalent amounts are subject to reduction but payable at the time that the 280G Firm makes its determinations under different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 14, it is possible that amounts will have been paid 13 shall be performed in good faith by nationally recognized registered public accountants or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency tax counsel selected by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee (a) Except as otherwise provided in subsection (b) below, in the event that it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect determined that any right to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that receive any payment or other benefit received under this Letter or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other planagreements, arrangement arrangements or agreement with benefit plans of the Company or an Affiliate any of its subsidiaries or Affiliates to or for your benefit (collectively, the “Payments”) that ), would constitute not be deductible by the Company or any of its subsidiaries or Affiliates or the person making such payment or distribution or providing such right or benefit as a “parachute payment” within the meaning result of Section 280G of the Code, shall be reduced then, to the extent necessary so that no portion thereof shall be subject to make the Payments deductible to the Excise Tax but maximum extent possible (but, except as otherwise provided herein, only ifto such extent and after taking into account any reduction in the Payments relating to Section 280G of the Code under any other plan, by reason of arrangement or agreement), such reductionright, the net after-tax payment or benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was madenot become vested or paid. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) determining whether any of the Payments which would not be deductible as a result of Section 280G of the Employee receives or is then entitled to receive from Code and the Company or its Affiliates that would constitute amount of such disallowed deduction, all Payments will be treated as “parachute payments” within the meaning of Section 280G of the Code, less and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as nondeductible, assuming that no portion of any payment to be received by you in connection with the Merger would be viewed as “reasonable compensation for personal services” within the meaning of Section 280G of the Code and the regulations thereunder. All determinations required to be made under this subsection (a), including whether and which of the Payments are required to be reduced, the amount of such reduction 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 “Accountants”), provided that such determinations shall be based upon a “more likely than not” standard, and provided further that, for further certainty, the amount by which the Payments shall be reduced, if at all, shall be $1,000 more than the amount determined by the Accountants. Notwithstanding anything in the foregoing and notwithstanding any other provision of any other agreement or arrangement between you and the Company or any of its subsidiaries or Affiliates, any reductions made pursuant to this Section 12(a) or pursuant to any similar provision in any other agreement between you and the Company or any of its subsidiaries or Affiliates shall be made in the following order: (i) first, all rights to continued benefits or payments in respect of premium costs under the Company’s group health and welfare plans and all other similar rights to reimbursements or in-kind benefits shall be reduced, beginning with benefits that would be received or paid last in time; (ii) the amount second, all rights to cash severance payments and other similar payments that would be made upon a termination of your employment shall be reduced, beginning with payments that would be made last in time; (iii) third, all federalrights to payments, state and local income and employment taxes payable by the Employee vesting or benefits in connection with any restricted stock units with respect to the foregoing calculated at common stock of the highest marginal income tax rate for each year in which the foregoing Company held by you shall be paid reduced; (iv) fourth, all rights to the Employee (based on the rate payments, vesting or benefits in effect for such year as set forth in the Code as in effect at the time connection with any options to purchase common stock of the first payment of the foregoing)Company shall be reduced; (v) fifth, less (iii) the amount of Excise Tax imposed all rights to payments, vesting or benefits in connection with any stock appreciation rights with respect to the common stock of the Company held by you shall be reduced; and (vi) sixth, all rights to any other payments and or benefits described shall be reduced, beginning with payments or benefits that would be received last in (i) abovetime. (b) All determinations Notwithstanding any other provision of this Letter, the provisions of subsection (a) above shall not apply to reduce the Payments if the Payments that would otherwise be nondeductible under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne Code are disclosed to and approved by the Company. The Company will direct the 280G Firm to submit any determination it makes under this ’s stockholders in accordance with Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c280G(b)(5)(B) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employeeapplicable treasury regulations. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee a. Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (Executive, whether payable under the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Employee Executive receives shall exceed the net after-tax benefit that Executive would be received by the Employee receive if no such reduction was made. For purposes of this Section 14:. (a) b. The “net after-tax benefit” shall mean (i) the Payments which the Employee Executive receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (ib)(i) above. (b) c. All determinations under this Section 14 7 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be borne paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 7 and detailed supporting calculations to both the Employee Executive and the Company as soon as reasonably practicable. (c) d. If the 280G Firm determines that one or more reductions are required under this Section 147, the 280G Firm shall also determine which such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (first from cash payments with such order, to the extent permitted by Sections 280G and then from non-cash benefits409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeExcise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the Employee. The 280G Firm shall make reductions required under this Section 14 unilateral right to forfeit any equity award in a manner that maximizes the net after-tax amount payable to the Employeewhole or in part. (d) e. As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 147, it is possible that amounts will have been paid or distributed to the Employee Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company Executive or the EmployeeCompany, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Employee Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive without interest. (e) The parties f. Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 147. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. 14.1 The Employee (i) Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall bear determine that receipt of all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect Payments (as defined below) would subject Executive to any payment received under the Agreement, including, without limitation, any excise tax imposed by under Section 4999 of the Code Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would constitute have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder. (ii) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 4(i) shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than thirty (30) days following the date of termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If a reduction in the Payments is necessary so that the Parachute Value of all Payments equals the Safe Harbor Amount and none of the Payments constitutes a “parachute paymentdeferral of compensation” within the meaning of and subject to Section 280G 409A (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation, then the Payments to be reduced will be determined by the Accounting Firm in a manner that enables Executive to retain the greatest aggregate economic benefit as of the Codeday following the Release effective date, shall be reduced and to the extent necessary so that no portion thereof shall the economic benefit of Payments is determined to be subject to the Excise Tax but only if, by reason of such reductionequivalent, the net after-tax benefit received by Payments will be reduced in the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes reverse order of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled when they are scheduled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth and, in the Code as in effect at the time case of the first payment Payments of the foregoing)equity securities, less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”transferable). All fees and expenses of the 280G Accounting Firm shall be borne solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (diii) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the Employee benefit of Executive pursuant to this Agreement that should not have been so paid or distributed (collectively, the “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the Employee benefit of Executive pursuant to this Agreement could have been so paid or distributed (collectively, the “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the actual assertion of a deficiency by the Internal Revenue Service against either the Company or Executive that the Employee, which assertion the 280G Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, determines that an Overpayment has been made, Executive shall promptly (and in no event later than sixty (60) days following the Employee must repay date on which the Overpayment is determined) pay any such Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will shall be payable by the Employee Executive to the Company unless, if and then only to the extent that, the deemed loan and such payment would not either reduce the amount on which the Employee Executive is subject to tax under Section Sections 1 and 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the 280G determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the 280G Firm will notify date on which the Employee and Underpayment is determined) by the Company to or for the benefit of that determinationExecutive. (iv) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by Executive (including without limitation Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, including that set forth in Section 6 of this Agreement) before, on or after the date of a change in ownership or control of the Company will promptly pay (within the amount meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that Underpayment 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 Employeeregulations 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 regulations under Section 280G of the Code in accordance with Q&A-5(a) of the regulations under Section 280G of the Code. (ev) Section 4(i) definitions. The parties will provide following terms shall have the 280G Firm access to and copies following meanings for purposes of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.4(i):

Section 280G. 14.1 The Employee shall bear all expense of(i) Notwithstanding any other provisions of this Agreement, and be solely responsible for, all federal, state, local or foreign taxes due with respect to in the event that any payment received 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 or otherwise (all such payments and benefits, including the payments and benefits under the Section 4 of this Agreement, includingbeing hereinafter referred to as the “Total Payments”), without limitation, any would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, howeverthen the Total Payments shall be to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, that any but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of 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 or benefit received or to 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 their collective amount exceeds the Employee in connection with 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 Change in Control nationally recognized accounting firm selected by the Company (the “Accounting Firm”), subject to the final determination by the Internal Revenue Service or the termination court of employment (whether payable under the terms competent jurisdiction if and when such final determination occurs. For purposes of determinations, no portion of the Agreement or any other planTotal Payments shall be taken into account which, arrangement or agreement with in the Company or an Affiliate opinion of the Accounting Firm (collectively, the “Payments”A) that would does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) or (B) constitutes reasonable compensation for services actually rendered, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G 280G(b)(4)(B) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time excess of the first payment “base amount” (as defined in Section 280G(b)(3) of the foregoing), less (iiiCode) the amount allocable to such reasonable compensation. The costs of Excise Tax imposed with respect to the payments obtaining such determination and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All all related fees and expenses of the 280G Firm (including related fees and expenses incurred in any later audit) shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of(a) Notwithstanding anything contained in this Agreement to the contrary, and be solely responsible for, all federal, state, local or foreign taxes due with respect to in the event that any payment or benefit received under or to be received by the AgreementExecutive (whether pursuant to the terms of this Agreement or any other plan, includingarrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), without limitation, any to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”); provided, howeverthen, that after taking into account any payment or benefit received or to be received reduction in the Total Payments provided by the Employee in connection with a Change in Control or the termination reason of employment (whether payable under the terms Section 280G of the Agreement or Code in any other plan, arrangement or agreement with agreement, then such remaining Total Payments shall be reduced, to the Company extent necessary so that no portion of the Total Payments is subject to the Excise Tax 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 Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to 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, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an Affiliate independent, nationally recognized accounting firm (collectively, the “PaymentsIndependent Advisors”) that would selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be reduced to taken into account which, in the extent necessary so that no portion thereof shall be subject to the Excise Tax but only ifopinion of Independent Advisors, by reason of such reductionconstitutes reasonable compensation for services actually rendered, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G 280G(b)(4)(B) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time excess of the first payment “base amount” (as defined in Section 280G(b)(3) of the foregoing), less Code) allocable to such reasonable compensation; and (iii) the amount value of Excise Tax imposed with respect to any non-cash benefit or any deferred payment or benefit included in the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Total Payments shall be reduced determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (first from cash payments and then from non-cash benefits4) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of(a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a transaction (the “Transaction”) from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then the Company shall cause to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms determined, before any amounts of the Agreement Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or any other plansome portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), arrangement or agreement with (2) payment of only a part of the Transaction Payment so that the Executive receives 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 or an Affiliate shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (collectivelyall computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive 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 greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the “Payments”portions of the Transaction Payment shall be reduced pro rata. (b) Notwithstanding the foregoing, in the event that would constitute a “parachute payment” no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, shall be reduced to ) at the extent necessary so that no portion thereof shall be subject to time of the Excise Tax but only if, by reason of such reductionTransaction, the net after-tax benefit received by Company shall cause a vote of shareholders to be held to approve the Employee shall exceed portion of the net after-tax benefit Transaction Payments that would be received by the Employee if no such reduction was made. For purposes of this Section 14: equals or exceeds three times (a) The “net after-tax benefit” shall mean (i3x) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute Executive’s “parachute paymentsbase amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, less (ii) and the amount Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all federalExcess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as provisions set forth in the Code as in effect at the time Section 5.7(a) of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm Agreement shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicableapply. (c) If Unless the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, Executive and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions otherwise agree in writing, any determination required under this Section 14 section shall be made in a manner that maximizes writing by the net after-tax amount payable to Company’s independent public accountants (the Employee. (d) As a result “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the uncertainty in calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If The Accountants shall provide detailed supporting calculations to the 280G determines, based upon controlling precedent Company and the Executive as requested by the Company or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive. The Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment shall furnish to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, Accountants such information and documents as the Accountants may reasonably request in their possession as order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incur in connection with the preparation and issuance of the determinations and any calculations contemplated by this Section 14section.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates determine that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount receipt of all federal, state and local income and employment taxes payable by Payments would subject the Employee with respect Executive to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. (b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his or her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise the Company in writing of his or her election within ten days of his or her receipt of notice. If no such election is made by the Executive within such ten day period, the Company shall reduce the Agreement Payments in the following order: (1) by reducing benefits payable pursuant to Section 5(a)(1)(B) of the Agreement and then (2) by reducing amounts payable pursuant to Section 5(a)(2) of the Agreement. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 8, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control, including any non-competition provisions that may apply to the Executive and the Company shall pay cooperate in the valuation of any such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net afterservices, including any non-tax amount payable to the Employeecompetition provisions. (dc) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the Employee that benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (collectivelyeach, the an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the Employee benefit of the Executive pursuant to this Agreement could have been so paid or distributed (collectivelyeach, the an “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Employee, Executive which assertion the 280G Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Employee must repay Company to or for the benefit of the Executive shall be repaid by the Executive to the Company, without interestCompany together with Interest; provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Employee Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, the 280G Firm will notify the Employee and any such Underpayment shall be promptly paid by the Company to or for the benefit of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive together with Interest. (ed) The parties will provide All fees and expenses of the 280G Accounting Firm access to and copies in implementing the provisions of any books, records, and documents in their possession as reasonably requested this Section 8 shall be borne by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14Company.

Section 280G. 14.1 The Employee (a) Notwithstanding anything to the contrary herein, if it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, determined that any payment or benefit received hereunder or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement plan or agreement with the Company or an Affiliate otherwise (collectively, the collectively “Payments”) that would constitute a an “excess parachute payment” to the Executive within the meaning of Section 280G of the Code, shall and thus would not be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of deductible under Section 280G of the Code, less (ii) the amount of all federal, state Code and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the CodeCode or any similar tax (“280G Tax”), and if and only if the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 Executive would be in a manner that maximizes the net better after-tax amount payable to position by reducing the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectivelyPayments, the “Overpayments”), or that additional amounts should payable hereunder shall be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only reduced to the extent that, necessary to eliminate any Payments or portion of the deemed loan and payment would either reduce the amount on which the Employee is subject to tax Payments from being non-deductible under Section 4999 280G(b)(1) of the Code or generate a refund of and thereby not subject to the excise tax imposed under by Section 4999 of the Code. In such case, the Payments shall be reduced so that the total aggregate value of the Payments do not exceed 2.99 times the total value of the Executive’s average annualized compensation for the preceding five years. If the 280G determinesCompany determines that the Payments constitute “non-qualified deferred compensation” under Section 409A, based upon controlling precedent any reduction in the Payments required to be made pursuant to this Section 8(a) shall be made first with respect to Payments payable in cash before being made in respect to any Payments to be provided in the form of benefits or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determinationequity award acceleration, and in the Company will promptly pay form of benefits before being made with respect to equity award acceleration, and in any case, shall be made with respect to such Payments in inverse order of the amount scheduled dates or times for the payment or provision of that Underpayment to the Employeesuch Payments. (eb) The parties will Any determinations to be made under this Section 8 shall be made by the Company’s independent public accountants (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the 280G Firm access Company and to and copies of any books, recordsthe Executive, and documents shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm in their possession as reasonably requested performing the determinations referred to in this Section shall be borne solely by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14Company.

Section 280G. 14.1 The (a) Notwithstanding any other provision of this Agreement or other agreement, contract, or understanding heretofore or hereafter entered into by the Employee shall bear all expense ofwith the Company or any Subsidiary, and be solely responsible forexcept an agreement, all federalcontract, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by understanding that expressly addresses Section 280G or Section 4999 of the Code (the an “Excise TaxOther Agreement”); provided, howeverand notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Employee (including groups or classes of Employees or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “Benefit Arrangement”), if the Employee is a “disqualified individual,” as defined in Section 280G(c) of the Code, any right to receive any payment or other benefit under this Agreement shall not become due (i) to the extent that such right to payment or benefit, taking into account all other rights, payments, or benefits to or for the Employee under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any payment or benefit received or to the Employee under this Agreement to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute considered a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the CodeCode as then in effect (a “Parachute Payment”), shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only and (ii) if, by reason as a result of such reductionreceiving a Parachute Payment, the net aggregate after-tax benefit amounts received by the Employee shall exceed from the net Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax benefit amount that would could be received by the Employee if no without causing any such reduction was madepayment or benefit to be considered a Parachute Payment. For purposes In the event that the receipt of any such right to payment or benefit under this Section 14: (a) The “net Agreement, in conjunction with all other rights, payments, or benefits to or for the Employee under any Other Agreement or any Benefit Arrangement would cause the Employee to be considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax benefit” shall mean (i) the Payments which amount received by the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less as described in clause (ii) of the amount of all federalpreceding sentence, state and local income and employment taxes payable by then the Employee with respect shall have the right, in the Employee’s sole discretion, to designate those rights, payments, or benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid payment or benefit to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect under this Agreement be deemed to the payments and benefits described in (i) abovebe a Parachute Payment. (b) All determinations At the time that payments are made under this Section 14 Agreement, the Company will provide the Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice the Company received from tax counsel, its auditor, or other advisors or consultants (and any such opinions or advice which are in writing will be made by an accounting firm or law firm that is selected for this purpose by the Company prior attached to the Change in Control (the “280G Firm”statement). All fees such calculations and expenses of the 280G Firm opinions shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and binding on the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (such excise tax being the “"Excise Tax”"); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (Executive, whether payable under the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate affiliate of Company (collectively, the “"Payments”") that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee Executive shall exceed the net after-tax benefit that would be received by the Employee Executive if no such reduction was made. For purposes of this Section 14: (a) The “"net after-tax benefit” " shall mean (i) the Payments which the Employee Executive receives or is then entitled to receive from the Company or its Affiliates that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (ib)(i) above. (b) . All determinations under this Section 14 6 will be made by an accounting firm or law firm (the "280G Firm") that is selected for this purpose mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control (the “280G Firm”)Control. All fees and expenses of the 280G Firm shall be borne paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 6 and detailed supporting calculations to both the Employee Executive and the Company as soon as reasonably practicable. (c) . If the 280G Firm determines that one or more reductions are required under this Section 146, the 280G Firm shall also determine which such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (first from cash payments with such order, to the extent permitted by Sections 280G and then from non-cash benefits409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeExcise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the Employeeunilateral right to forfeit any equity award in whole or in part. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 146, it is possible that amounts will have been paid or distributed to the Employee Executive that should not have been paid or distributed (collectively, the “"Overpayments”"), or that additional amounts should be paid or distributed to the Employee Executive (collectively, the “"Underpayments”"). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the EmployeeExecutive, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Employee Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) Executive without interest. The parties Company and Executive will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 146. For purposes of making the calculations required by this Section 6, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect Notwithstanding anything to any payment received under the contrary in this Agreement, including, without limitation, any excise tax imposed by this Section 4999 5.8 shall apply in the event of (i) a “change in the Code (the “Excise Tax”); provided, however, that any payment ownership or benefit received or to be received by the Employee in connection with a Change in Control or the termination effective control” of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”ii) that would constitute a “parachute paymentchange in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the CodeCode (collectively, shall be reduced to the extent necessary so that no portion thereof shall be subject to the an “Excise Tax but only ifEvent”). If an Excise Tax Event is consummated, by reason of such reductionand as a result any payments and benefits provided for in this Agreement, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments together with any other payments and benefits which the Employee receives or is then entitled Executive has the right to receive from the Company or any of its Affiliates that affiliates, would constitute a “parachute paymentspayment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to then the payments and benefits described provided for in this Agreement shall be either (ia) above. reduced (bbut not below zero) All determinations under this Section 14 so that the present value of such total amounts and benefits received by the Executive from the Company and its affiliates will be made by an accounting firm or law firm that is selected for this purpose by one dollar ($1.00) less than three times the Company prior to the Change Executive’s “base amount” (as defined in Control (the “280G Firm”). All fees and expenses Section 280G(b)(3) of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 Code) and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code, and or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the Company shall pay such reduced amount to “Excise Tax”), or (b) paid in full, whichever produces the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the better net after-tax amount payable position to the Employee. Executive (d) As a result taking into account any applicable Excise Tax and any other applicable taxes). The reduction of the uncertainty payments and benefits hereunder, if applicable, shall be made in the application following order: (1) by reducing the amounts of any payments or benefits that would not constitute deferred compensation under Section 280G at the time that the 280G Firm makes its determinations under this Section 14409A, it is possible that amounts will have been paid or distributed to the Employee extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and the Executive; (2) next, by reducing, payments or benefits to be paid in cash hereunder and that should not have been paid constitute deferred compensation under Section 409A in the order in which such payment or distributed (collectively, the “Overpayments”), or that additional amounts should benefit would be paid or distributed provided (beginning with such payment or benefit that would be made last in time and continuing, to the Employee extent necessary, through to such payment or benefit that would be made first in time); and (collectively3) finally, the “Underpayments”by reducing any non-cash or in-kind benefit to be provided hereunder and that constitute deferred compensation under Section 409A in a similar order to that described in clause (2). If The determination as to whether any such reduction in the 280G Firm determines, based on either amount of the assertion of a deficiency payments and benefits provided hereunder is necessary shall be made by the Internal Revenue Service against Company in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times the EmployeeExecutive’s base amount, which assertion then the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, Executive shall immediately repay such excess to the Company upon notification that an Overpayment overpayment has been made. Nothing in this Section 5.8 shall require the Company to be responsible for, or have any liability or obligation with respect to, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive’s Excise Tax liabilities. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect Notwithstanding anything to any payment received under the contrary in this Agreement, including, without limitation, any excise tax imposed by Section 4999 of Employee expressly agrees that if the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee payments and benefits provided for in connection with a Change in Control or the termination of employment (whether payable under the terms of the this Agreement or any other plan, arrangement or agreement with payments and benefits that Employee has the Company or an Affiliate right to receive from the Employers and their Affiliates (collectively, the “Payments”) that ), would constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the Payments shall be either (a) reduced to (but not below zero) so that the extent necessary present value of the 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 so that no portion thereof shall be subject to of the Excise Tax but only if, by reason of such reduction, the net after-tax benefit Payments received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode or (b) paid in full, and whichever produces the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the better net after-tax amount payable position to the Employee. (d) As a result . The reduction of Payments, if any, shall be made by reducing first any Payments that are exempt from Section 409A of the uncertainty Code and then reducing any Payments subject to Section 409A of the Code in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should reverse order in which such Payments would be paid or distributed provided (beginning with such payment or benefit that would be made last in time and continuing, to the Employee (collectivelyextent necessary, through to such payment or benefit that would be made first in time). The professional firm engaged by the “Underpayments”)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 tax will perform the foregoing calculations. If the 280G Firm determines, based on either the assertion of a deficiency tax firm so engaged by the Internal Revenue Service against Company is serving as accountant or auditor for the acquiring company, the Company will appoint a nationally recognized tax firm to make the determinations required by this Section 6(k). The Company will bear all expenses with respect to the determinations by such firm required to be made by this Section 6(k). The Company and Employee shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company and Employee as soon as practicable following its engagement. If a reduced Payment is made or the Employeeprovided and, which assertion the 280G Firm believes has a high probability of success through error or controlling precedent or substantial authorityotherwise, that an Overpayment has been madePayment, the 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 must shall immediately repay such excess to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense ofNotwithstanding any other provisions of this Agreement or any other agreement between the Company and the Employee, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under in the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's employment (whether payable under pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with the Company or any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits, including the severance benefits provided hereunder, being hereinafter called "Total Payments") would not be deductible (in whole or part), by the Company, an Affiliate affiliate or Person making such payment or providing such benefit as a result of section 280G of the Internal Revenue Code of 1986, as amended (collectivelythe "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the “Payments”benefits provided hereunder shall be reduced (if necessary, to zero); provided, however, that, notwithstanding the terms of any other plan or agreement, the Employee may elect to have the benefits payable under any other plan or agreement reduced (or eliminated) prior to any reduction of the benefits payable under this Agreement, which may include, in the case of the Executive Deferred Compensation Agreement, an election to reduce the Employee's Compensation Period under the Executive Deferred Compensation Agreement (without increasing the amount determined under Section 1.1 of the Executive Deferred Compensation Agreement as Employee's Monthly Deferred Compensation Benefit). (i) For purposes of this limitation in the event the Company asserts that the limitation would apply, (a) no portion of the Total Payments the receipt or enjoyment of which the Employee shall have waived at such time and in such manner as not to constitute a “parachute "payment” " within the meaning of Section section 280G(b) of the Code shall be taken into account, (b) no portion of the Total Payments shall be taken into account that, in the opinion of tax counsel ("Tax Counsel") selected by the Employee and reasonably accepted by the Company, 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, (c) the benefits payable under this Agreement shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) or (b)) in their entirety constitute reasonable compensation for services actually rendered within the meaning of section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of section 280G of the Code, in the opinion of Tax Counsel, and (d) the value of any noncash benefit or any deferred payment or benefit included in the Total Payments shall be reduced determined in accordance with the principles of sections 280G(d)(3) and (4) of the Code. (ii) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the good faith of the Employee and the Company in applying the terms of this Section 6(F), the Total Payments paid to or for the Employee's benefit are in an amount that would result in any portion of such Total Payments being subject to the extent necessary so that Excise Tax, then, if such repayment would result in (a) no portion thereof shall be of the remaining Total Payments being subject to the Excise Tax but only if, by reason of such reduction, and (b) a dollar-for-dollar reduction in the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For Employee's taxable income and wages for purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by taxes, the Employee with respect shall have an obligation to pay the Company upon demand an amount equal to the foregoing calculated at sum of (x) the highest marginal income tax rate for each year in which excess of the foregoing shall be Total Payments paid to or for the Employee Employee's benefit over the Total Payments that could have been paid to or for the Employee's benefit without any portion of such Total Payments being subject to the Excise Tax; and (based y) interest on the rate in effect for such year as amount set forth in clause (x) of this sentence at the rate provided in section 1274(b)(2)(B) of the Code as in effect at from the time date of the first payment Employee's receipt of such excess until the foregoing), less date of such payment. (iii) By execution and delivery of this Agreement, the amount provisions of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses 10.4 of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 Executive Deferred Compensation Agreement are hereby superseded and detailed supporting calculations to both the Employee such section is hereby declared null and the Company as soon as reasonably practicablevoid. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear (a) Notwithstanding anything contained in this Agreement to the contrary, (i) to the extent that any payment or distribution of any type to or for the Executive by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code) and all expense ofregulations, guidance, and be solely responsible forother interpretative authority issued thereunder (collectively, “Section 280G”)and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G), and if (ii) such aggregate would, if reduced by all federal, statestate and local taxes applicable thereto, local or foreign taxes due with respect to any payment received under including the Agreement, including, without limitation, any excise tax imposed by under Section 4999 of the Code (the “Excise Tax”); provided, howeverbe less than the amount the Executive would receive, that any payment or benefit after all taxes, if the Executive received or aggregate Payments equal (as valued under Section 280G) to be received by only three times the Employee in connection with a Change in Control or the termination of employment Executive’s “base amount” (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the CodeG), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no portion thereof Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would Tax. All determinations required to be received by the Employee if no such reduction was made. For purposes of made under this Section 14: (a) The “net after-tax benefit” 6.2 shall mean be made by a nationally recognized accounting firm that is (i) not serving as accountant or auditor for the Payments which the Employee receives individual, entity or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to group effecting the Change in Control and (ii) selected by the Company with the consent of the Executive which consent shall not be unreasonably withheld, conditioned or delayed (the “280G Accounting Firm”). All fees , which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the amount of each Payment) and expenses such other information as the Executive shall reasonably request or need to make the determination required of the 280G Executive under this Section 6.2 both to the Company and the Executive within thirty (30) business days after the Termination Date (or such earlier time as is requested by the Company). Any such determination by the Accounting Firm shall be borne by binding upon the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) Executive. If the 280G Firm determines that one or more reductions Payments are required under Section 14so reduced, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to reduce or eliminate the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes Payments (A) by first reducing or eliminating the net after-tax amount payable to the Employee. (d) As a result portion of the uncertainty Payments which are not payable in cash (other than that portion of the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed Payments subject to the Employee that should not have been paid or distributed clause (collectively, the “Overpayments”C) hereof), (B) then by reducing or eliminating cash payments (other than that additional amounts should portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 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 or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employeefarthest in time. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee (a) Notwithstanding anything to the contrary herein, Section 10(b) shall bear all expense ofapply in the event that the Company satisfies the requirement of Section 280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company does not satisfy such requirement, and be solely responsible forSection 10(c), all federalnot Section 10(b), state, local or foreign taxes due with respect shall apply. (b) Prior to any payment received under change described in Section 280G(b)(2)(A)(i) of the AgreementCode (a “Section 280G Transaction”) and in accordance with the requirements of Section 280G(b)(5)(B) of the Code, the Company shall seek, but shall not be required to obtain, approval by its shareholders of any payments, options, awards or benefits (including, without limitation, the monetary value of any excise tax imposed by Section 4999 non-cash benefits and the accelerated vesting of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable stock options) under the terms of the this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Section 280G Transaction or agreement any person affiliated with the Company or an Affiliate such person (collectively, the “Payments”) ), that would constitute a “parachute payment” within may separately or in the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would aggregate constitute “parachute payments” within the meaning of Section 280G (collectively, the “Potential Parachute Payments”). In the event that the shareholders of the Company do not approve the Employee’s Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect will have no right or entitlement to receive or retain, as the foregoing calculated at case may be, that portion of his Potential Parachute Payments that would otherwise cause any portion of any of his Potential Parachute Payments to be treated as an “excess parachute payment” (within the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time meaning of the first payment of the foregoingSection 280G), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If In the 280G Firm determines event that one the Employee becomes entitled to receive or more reductions are required under receives any Payments and it is determined that, but for this Section 1410(c), any of the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall will be subject to the any excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount pursuant to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate any similar or successor provision (the “Excise Tax”), the Company shall pay to the Employee either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “excess parachute payment” (within the meaning of Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by the Employee, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether an Employee would receive a refund greater after-tax benefit from the Capped Payments than from receipt of tax imposed the full amount of the Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by the Employee in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the benefits are to be paid, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of the Employee’s residence on the effective date of the Section 280G Transaction, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Section 68 of the Code and any other limitations applicable to the deduction of state and local income taxes under the Code). (d) All calculations and determinations under this Section 10, including application and interpretation of the Code and related regulatory, administrative and judicial authorities, shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Advisor”). All determinations made by the Tax Advisor under this Section 10 shall be conclusive and binding on both the Company and the Employee, and the Company shall cause the Tax Advisor to provide its determinations and any supporting calculations with respect to the Employee to the Company and the Employee. The Company shall bear all fees and expenses charged by the Tax Advisor in connection with its services. For purposes of making the calculations and determinations under this Section 10, after taking into account the information provided by the Company and the Employee, the Tax Advisor may make reasonable, good faith assumptions and approximations concerning the application of Sections 280G and 4999 of the Code. If The Company and the 280G determines, based upon controlling precedent or substantial authority, Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 10. In the event that an Underpayment has occurredSection 10(c) applies and a reduction is required to be applied to the Payments thereunder, the 280G Firm will notify the Employee and Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of any Payments that determinationare subject to Section 409A of the Code on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and the Company will promptly pay the amount of that Underpayment to the Employee. (eii) The parties will provide the 280G Firm access to and copies reduction of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Payments that are exempt from Code Section 14.409A.

Section 280G. 14.1 The Employee In the event it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to determined that any payment received under or distribution by the AgreementCompany or any of its affiliates to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Total Payments”), including, without limitation, any is or will be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax”) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the cash payments made pursuant to Section 5(a)(ii) of this Agreement, then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to any payment made pursuant to Section 5(a)(iv) of this Agreement, then to any payment made pursuant to Section 5(a)(v) of this Agreement, then to the benefits provided pursuant to Section 5(a)(vi) of this Agreement, and then to any other payment that triggers such Excise Tax in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); provided, however, that any payment or benefit received or to be received by (iii) cancellation of accelerated vesting of other equity awards (based on the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms reverse order of the Agreement or date of grant); and (iv) reduction of any other planpayments due to Executive (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, arrangement or agreement with and all determinations as to whether any of the Company or an Affiliate (collectively, the “Payments”) that would constitute a Total Payments are “parachute paymentpayments” (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to Executive shall be reduced to the extent necessary so that no portion thereof Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated made at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made Company’s expense by an a nationally recognized accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee mutually acceptable to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of(a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or other transaction (the “Transaction”) from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then the Company shall cause to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms determined, before any amounts of the Agreement Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or any other plansome portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), arrangement or agreement with (2) payment of only a part of the Transaction Payment so that Executive receives 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 or an Affiliate shall cause to be taken into account the value of the noncompetition provision set forth in the NDA, all applicable federal, state and local income and employment taxes and the Excise Tax (collectivelyall computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive 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 greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the “Payments”portions of the Transaction Payment shall be reduced pro rata. (b) Notwithstanding the foregoing, in the event that would constitute a “parachute payment” no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, shall be reduced to ) at the extent necessary so that no portion thereof shall be subject to time of the Excise Tax but only if, by reason Change in Control of such reductionthe Company, the net after-tax benefit received by Company shall cause a vote of shareholders to be held to approve the Employee shall exceed portion of the net after-tax benefit Transaction Payments that would be received by the Employee if no such reduction was made. For purposes of this Section 14: exceeds three times Executive’s “base amount” (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, less (ii) and Executive shall cooperate with such vote of shareholders, including the amount execution of any required documentation subjecting Executive’s entitlement to all federalExcess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as provisions set forth in the Code as in effect at the time of the first payment of the foregoing), less (iiiSection 5.6(a) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicableapply. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, Unless Executive and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions otherwise agree in writing, any determination required under this Section 14 section shall be made in a manner that maximizes writing by the net after-tax amount payable to Company’s independent public accountants (the Employee. (d) As a result “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the uncertainty in calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If The Accountants shall provide detailed supporting calculations to the 280G determines, based upon controlling precedent Company and Executive as requested by the Company or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive. Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment shall furnish to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, Accountants such information and documents as the Accountants may reasonably request in their possession as order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incur in connection with the preparation and issuance of the determinations and any calculations contemplated by this Section 14section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Section 280G. 14.1 The Employee (a) Notwithstanding any other provision of this Agreement, if it shall bear all expense ofbe determined that any payment or distribution by the Company or its affiliated companies to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or provided under other plans, agreements or arrangements) constitute Parachute Payments that would subject Executive to tax under Section 4999 of the Code, the Company shall direct the Accounting Firm to determine whether Executive will receive the total Parachute Payments or the Reduced Amount. Executive will receive the Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from Executive receiving the total Parachute Payments. Executive will receive the total Parachute Payments, and Executive will be solely responsible forfor the payment of any tax under Section 4999 of the Code, all federalif the total Parachute Payments results in greater Net After Tax Receipts than would result from Executive receiving the Reduced Amount. (b) Within fifteen (15) business days of the Company’s direction the Accounting Firm shall provide the Company and Executive its detailed supporting calculations for its determination of whether, statein accordance with Section 4(a), local Executive should receive the Reduced Amount or foreign taxes due the total Parachute Payments. If the Accounting Firm determines that the total Parachute Payments should be reduced to the Reduced Amount, the Accounting Firm shall furnish Executive with respect a written opinion that failure to any payment received report liability for tax under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth not result in the Code as in effect at the time imposition of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm a negligence or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicablesimilar penalty. (c) If the 280G Accounting Firm determines that one or more reductions are required under Section 14the total Parachute Payments should be reduced to the Reduced Amount, then the 280G Firm shall also determine which total Parachute Payments shall be reduced adjusted by first reducing the amount of any Parachute Payments that are not subject to Section 409A of the Code (first from cash payments with the source of the reduction to be directed by Executive) and then from non-cash benefits) to by reducing the extent necessary so amount of any Parachute Payments that no portion thereof shall be are subject to the excise tax imposed by Section 4999 409A of the Code, and Code (with the Company shall pay such reduced amount source of the reduction to the Employee. The 280G Firm shall make reductions required under this Section 14 be directed by Executive) in a manner that maximizes results in the net after-tax amount payable best economic benefit to Executive (or, to the Employeeextent economically equivalent, in a pro rata manner). (d) As provided in Section 4(a), it is the intention of the Company and Executive to reduce the total Parachute Payments under this Agreement and any other plan, agreement or arrangement only if the aggregate Net After Tax Receipts to Executive would thereby be increased. As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time that of the 280G Firm makes its determinations under this Section 14initial determination by the Accounting Firm, however, it is possible that amounts will have been paid or distributed to or for the Employee benefit of Executive which should not have been so paid or distributed (an “Overpayment”) or that should additional amounts which shall not have been paid or distributed to or for the benefit of Executive should have been so paid or distributed (collectively, the an “OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to in each case, consistent with the Employee (collectively, calculation of the “Underpayments”)Reduced Amount. If the 280G Firm determinesAccounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which the Employee, which assertion the 280G Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, the Employee any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Section 7872(f)(2) of the Code; provided, however, that no such loan will may be deemed to have been made and no amount will shall be payable by the Employee Executive to the Company unless, if and then only to the extent that, the that such deemed loan and payment would not either reduce the amount on which the Employee Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the 280G determinesAccounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the 280G Firm will Accounting firm must promptly notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that the Underpayment and such amount, together with interest at the applicable federal rate under Section 7872(f)(2) of the Code, must be paid to the EmployeeExecutive. (e) The parties will provide For purposes of this Agreement, the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by following terms have the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.indicated definitions:

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under (a) In the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, event that any payment payments or benefit received benefits provided or to be received provided by the Employee in connection with a Change in Control EMPLOYER or the termination any affiliate of employment (whether payable under EMPLOYER to EXECUTIVE or for EXECUTIVE’s benefit pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate otherwise (collectively, the “Covered Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the CodeInternal Revenue Code (or any successor provision thereto) (“280G”) and would, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate but for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 147, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay 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 reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed taxes (collectively, the “OverpaymentsExcise Tax”), or that additional amounts should be paid or distributed then prior to making the Employee (collectivelyCovered Payments the parties will, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent thatpracticable and reasonable, take such action and execute such documents as may be necessary to ensure that none of the deemed loan 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 made comparing (i) the Net Benefit (as defined below) to EXECUTIVE of the Covered Payments after payment would either reduce of the Excise Tax to (ii) the Net Benefit to EXECUTIVE if the Covered Payments are reduced to the extent necessary to avoid being subject to the Excise Tax. Only if the amount on which calculated under clause (i) above is less than the Employee 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 tax under Section 4999 the Excise Tax. The term “Net Benefit” shall mean the present value of the Code or generate a refund Covered Payments net of tax imposed under Section 4999 of the Code. If the 280G determinesall federal, based upon controlling precedent or substantial authoritystate, that an Underpayment has occurredlocal, the 280G Firm will notify the Employee and the Company of that determinationforeign income, employment, and the Company will promptly pay the amount of excise taxes. Any reduction made pursuant to this Section 7 shall be made in a manner determined by EMPLOYER that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate is consistent with the 280G Firm in connection with the preparation and issuance requirements of the determinations and calculations contemplated by this Section 14.409A.

Section 280G. 14.1 The Employee shall bear all expense of(a) Notwithstanding any other provision of this Agreement, and be solely responsible for, all federal, state, local or foreign taxes due with respect to in the event that any payment or benefit received under or to be received by Executive (whether pursuant to the Agreementterms of this Agreement or any other plan, includingarrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would be subject (in whole or part), without limitation, any to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”); provided, howeverthen, that after taking into account any payment or benefit received or to be received reduction in the Total Payments provided by the Employee in connection with a Change in Control or the termination reason of employment (whether payable under the terms Section 280G of the Agreement or Code in any other plan, arrangement or agreement with agreement, then such remaining Total Payments shall be reduced, to the Company extent necessary so that no portion of the Total Payments is subject to the Excise Tax 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 Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to 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, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an Affiliate independent, nationally recognized accounting firm (collectively, the “PaymentsIndependent Advisors”) that would selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be reduced to taken into account which, in the extent necessary so that no portion thereof shall be subject to the Excise Tax but only ifopinion of Independent Advisors, by reason of such reductionconstitutes reasonable compensation for services actually rendered, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G 280G(b)(4)(B) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time excess of the first payment “base amount” (as defined in Section 280G(b)(3) of the foregoing), less Code) allocable to such reasonable compensation; and (iii) the amount value of Excise Tax imposed with respect to any non-cash benefit or any deferred payment or benefit included in the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Total Payments shall be reduced determined by the Independent Advisors in accordance with the principles of Sections 280G(d)(3) and (first from cash payments and then from non-cash benefits4) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The (1) To provide Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee adequate protection in connection with a Change his ongoing employment with the Company, this Agreement provides Employee with various benefits in Control or the event of termination of Employee’s employment (whether payable under with the terms Company. If Employee’s employment is terminated following a “change in control” of the Agreement or any other planCompany, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall a portion of those benefits could be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The characterized as “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with . With respect to issues related to excess parachute payments, the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year parties have agreed as set forth herein. (2) Anything in this Agreement to the Code as in effect at the time of the first payment of the foregoing)contrary notwithstanding, less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose distributions by the Company prior or any other person to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the Change in Control terms of this Agreement or otherwise (the a “280G FirmPayment”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof such Payment shall be subject to the excise tax imposed by Section 4999 of the CodeCode or any interest or penalties would be incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), if the Company shall determine that the amount of the Payments that Employee would retain on any after-tax, present value basis would be increased as a result of such reduction by $5,000 or more. (3) In the event that a reduction in Payments is required pursuant to the immediately preceding paragraph, then, except as provided below with respect to Payments that consist of health and welfare benefits, the reduction in Payments shall be implemented by determining the “Parachute Payment Ratio” (as defined below) for each Payment and then reducing the Payments in order beginning with the Payment with the highest Parachute Payment Ratio. For Payments with the same Parachute Payment Ratio, such Payments shall be reduced based on the time of payment of such Payments, with amounts being paid furthest in the future being reduced first. For Payments with the same Parachute Payment Ratio and the same time of payment, such Payments shall be reduced on a pro-rata basis (but not below zero) prior to reducing Payments next in order for reduction. For purposes of this Section, “Parachute Payment Ratio” shall mean a fraction, the numerator of which is the value of the applicable Payment as determined for purposes of Code Section 280G, and the Company shall pay denominator of which is the financial present value of such reduced amount to Parachute Payment, determined at the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result date such payment is treated as made for purposes of the uncertainty in the application of Code Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “UnderpaymentsValuation Date”). If In determining the denominator for purposes of the preceding sentence (1) present values shall be determined using the same discount rate that applies for purposes of discounting payments under Code Section 280G Firm determinesG; (2) the financial value of payments shall be determined generally under Q&A 12, based on either the assertion 13 and 14 of a deficiency Treasury Regulation 1.280G-1; and (3) other reasonable valuation assumptions as determined by the Internal Revenue Service against Company shall be used. Notwithstanding the Company or foregoing, Payments that consist of health and welfare benefits shall be reduced after all other Payments, with health and welfare Payments being made furthest in the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employeefuture being reduced first. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 (a) The Employee Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (Executive, whether payable under the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee Executive shall exceed the net after-tax benefit that would be received by the Employee Executive if no such reduction was made. For purposes of this Section 14:. (ab) The “net after-tax benefit” shall mean (i) the Payments which the Employee Executive receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (ib)(i) above. (bc) All determinations under this Section 14 9 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”) that is mutually agreed to by the Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be borne paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 9 and detailed supporting calculations to both the Employee Executive and the Company as soon as reasonably practicable. (cd) If the 280G Firm determines that one or more reductions are required under this Section 149, the 280G Firm shall also determine which such Payments shall be reduced in the order that would provide the Executive with the largest amount of after-tax proceeds (first from cash payments with such order, to the extent permitted by Sections 280G and then from non-cash benefits409A of the Code, designated by the Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeExcise Tax, and the Company shall pay such reduced amount to the EmployeeExecutive. The 280G Firm Executive shall make reductions required under this Section 14 at any time have the unilateral right to forfeit any equity award in a manner that maximizes the net after-tax amount payable to the Employeewhole or in part. (de) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 149, it is possible that amounts will have been paid or distributed to the Employee Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company Executive or the EmployeeCompany, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Employee Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive without interest. (ef) The parties Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 149. For purposes of making the calculations required by this Section 9, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that a) If any payment or benefit received or (including payments and benefits pursuant to be received by this Agreement) that the Employee Executive would receive in connection with a Change in of Control or other transaction (the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with “Transaction”) from the Company or an Affiliate otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected but for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14sentence, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), and then the Company shall pay such reduced amount cause to be determined, before any amounts of the Transaction Payment are paid to the Employee. The 280G Firm shall make reductions required under this Section 14 Executive, which of the following two alternative forms of payment would result in a manner that maximizes the net Executive’s receipt, on an after-tax basis, of the greater amount payable of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Employee.Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that the Executive receives 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 value of all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive 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 (the “Reduction Method”) that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Transaction Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification will preserve to the greatest extent possible, the greatest economic benefit for the Executive as determined on an after-tax basis; (B) as a second priority, any amounts of the Transaction Payment that are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before any amounts of the Transaction Payment that are not contingent on future events; and (C) as a third priority, any amounts of the Transaction Payment that are “deferred compensation” within the meaning of Section 409A will be reduced (or eliminated) before any amounts of the Transaction Payment that are not deferred compensation within the meaning of Section 409A. (db) As a result Notwithstanding the foregoing, in the event that no stock of the uncertainty in Parent is readily tradeable on an established securities market or otherwise (within the application meaning of Section 280G of the Code) at the time of the Change of Control and to the extent allowable pursuant to Treas. Reg. §1.280G-1, the Parent shall cause a vote of shareholders to be held on the portion of the Transaction Payments that equals or exceeds three times (3x) the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the 280G Firm makes its determinations Parent does not cause a vote of shareholders to be held on all Excess Parachute Payments or the shareholders do not approve all Excess Parachute Payments, the provisions set forth in Section 5.7(a) of this Agreement shall apply. (c) Unless the Executive and the Company otherwise agree in writing, any determination required under this Section 14, it is possible that amounts will have been paid or distributed to section shall be made in writing by the Employee that should not have been paid or distributed Company’s independent public accountants (collectively, the “OverpaymentsAccountants”), or that additional amounts should whose determination shall be paid or distributed to conclusive and binding upon the Employee (collectivelyExecutive and the Company for all purposes. For purposes of making the calculations required by this section, the “Underpayments”). If 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 determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If The Accountants shall provide detailed supporting calculations to the 280G determines, based upon controlling precedent Company and the Executive as requested by the Company or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive. The Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment shall furnish to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, Accountants such information and documents as the Accountants may reasonably request in their possession as order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incur in connection with the preparation and issuance of the determinations and any calculations contemplated by this Section 14section.

Section 280G. 14.1 The Employee shall bear all expense of(a) Notwithstanding anything in this Agreement or any other plan, and be solely responsible forarrangement or agreement to the contrary, all federal, state, local or foreign taxes due with respect to any payment received under in the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment Executive (whether payable under pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with agreement) (all such payments and benefits, the "Total Payments") would not be deductible (in whole or in part) by the Company or an Affiliate (collectively, the “Payments”) that would constitute any of its subsidiaries or Affiliates making such payment or providing such benefits as a “parachute payment” within the meaning result of Section 280G of the Code, then, to the 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) in accordance with Section 409A, and all other Total Payments shall thereafter be reduced (if necessary, to zero) in accordance with Section 409A with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first, but only if (i) 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 Excise Tax to which the Eligible Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (b) For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), 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; (iii) the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that no portion thereof shall be subject the Total Payments (other than those referred to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean in clauses (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would (ii) of this paragraph) in their entirety constitute “parachute payments” reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, less in the opinion of Tax Counsel; and (iiiv) the amount value of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth any non-cash benefit or any deferred payment or benefit included in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Total Payments shall be reduced determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (first from cash payments and then from non-cash benefits4) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The (a) If (i) the aggregate of all amounts and benefits due to Employee shall bear all expense ofunder this Agreement or under any Company plan, and be solely responsible forprogram, all federalagreement or arrangement, statewould, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be if received by the Employee in connection with a Change in Control or the termination of employment (whether payable full and valued under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within as such term is defined in and under Section 280G of the meaning Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, be less than the amount Employee would receive, after all taxes, if Employee received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to only three times Employee’s “base amount”, as defined in and under Section 280G of the Code, less (ii) the amount of all federal$1.00, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (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 then (iii) the amount such cash 280G Benefits (in reverse order of Excise Tax imposed with respect maturity, to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm extent that is selected for this purpose by the Company prior to the Change in Control (the “reduction of such cash 280G Firm”). All fees and expenses of Benefits can achieve the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (cintended result) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) or eliminated to the extent necessary so that no portion thereof the 280G Benefits received by Employee will not constitute parachute payments. The determinations with respect to this Section 19(a) shall be subject made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless Employee reasonably objects to the excise tax imposed use of that firm, in which event the Auditor will be a nationally recognized firm chosen by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employeeparties hereto. (db) As a result of It is possible that, after the uncertainty determinations and selections made pursuant to Section 19(a), Employee will receive 280G Benefits that are, in the application of aggregate, either more or less than the amount provided under Section 280G at the time that the 280G Firm makes its determinations under this Section 1419(a) (hereafter referred to as an “Excess Payment” or “Underpayment”, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”respectively). If the 280G Firm determinesit is established, based on either the assertion pursuant to a final determination of a deficiency by the court or an Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes proceeding that has a high probability of success or controlling precedent or substantial authoritybeen finally and conclusively resolved, that an Overpayment Excess Payment has been made, Employee shall promptly repay the Employee must repay Excess Payment to the Company, without interest; provided, however, that no loan will be deemed to have been made together with interest on the Excess Payment at the applicable federal rate (as defined in and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 1274(d) of the Code) from the date of Employee’s receipt of such Excess Payment until the date of such repayment. If In the 280G determines, based event that it is determined (x) by a court or (y) by the Auditor upon controlling precedent or substantial authorityrequest by any of the parties hereto, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will shall promptly pay an amount equal to the amount of that Underpayment to Employee, together with interest on such amount at the Employeeapplicable federal rate from the date such amount would have been paid to Employee had the provisions of Section 19(a) not been applied until the date of payment. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee (i) Notwithstanding any other provisions of this Agreement to the contrary, in the event that it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit received of Executive, whether paid or payable or distributed or distributable pursuant to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate otherwise (collectively, the “PaymentsPAYMENTS”) that ), would constitute a an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall be reduced reduce (but not below zero) the aggregate present value of the Payments under this Agreement to the extent necessary so that no portion thereof shall be subject to Reduced Amount (as defined below), if reducing the Excise Tax but only if, by reason of such reduction, the Payments under this Agreement will provide Executive with a greater net after-tax benefit received by the Employee shall exceed the net after-tax benefit that amount than would be received by the Employee case if no such reduction was made. For purposes of this Section 14: The Payments shall be reduced as described in the preceding sentence only if (a) The “net after-tax benefit” shall mean (iA) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G net amount of the CodePayments, less as so reduced (ii) and after subtracting the net amount of all federal, state and local income and employment payroll taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in reduced Payments), is greater than or equal to (B) the Code as in effect at the time net amount of the first payment Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on the foregoing), less (iii) Payments and the amount of Excise Tax imposed (as defined below) to which Executive would be subject with respect to the payments and benefits described in (i) above. (b) All determinations unreduced Payments). Only amounts payable under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments Agreement shall be reduced pursuant to this subsection (first from cash payments and then from non-cash benefits) i). The “REDUCED AMOUNT” shall be an amount expressed in present value that maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Excise Tax, determined in accordance with Section 4999 280G(d)(4) of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes term “EXCISE TAX” means the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of excise tax imposed under Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax. If For purposes of the calculations under this SECTION 3.2(d), the severance payments to be made under this Agreement shall be allocated as consideration for the noncompetition covenant under SECTION 2.3 to the maximum extent allowable under Section 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, of the 280G Firm will notify the Employee Code and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employeeregulations thereunder. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, determined that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that Payment would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only ifTax, by reason then Executive shall be entitled to receive an additional payment equal to the lesser of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from (x) all Excise Taxes imposed upon any Payment plus (y) any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon any amount payable by the Company or its Affiliates that would constitute “parachute payments” within the meaning of pursuant to this Section 280G of the Code, less 5(a) and (ii) $500,000 (such aggregate amount, the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (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“Gross-Up Payment”), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations required to be made under this Section 14 will 5 shall be made by an the Company’s then primary outside public accountants or such other nationally recognized certified public accounting firm or law firm that is selected for this purpose as may be designated by the Company prior to the Change in Control (the “280G Accounting 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 the Executive that Executive has become entitled to a Payment, or such earlier time as is requested by the Company. All fees and expenses of the 280G Accounting Firm shall be borne solely by the Company. The Company will direct Any determination by the 280G Accounting Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and shall be binding upon the Company and Executive. In the event that the Excise Tax is subsequently determined by the Internal Revenue Service to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, Executive shall promptly repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined by the Internal Revenue Service, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by the Employee) to the extent that the Gross-Up Payment would not have been paid to the Executive had the revised amount of the Excise Tax (as soon as reasonably practicableestablished by such subsequent determination by the IRS) been applied for the purposes of Section 5(a). Executive shall cooperate, to the extent that his reasonable out-of pocket expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax. Executive shall promptly notify the Company in writing of any claim by any taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. (c) If Any Gross-Up Payment, as determined pursuant to this Section 5, shall be paid by the 280G Firm determines Company to Executive upon the later of (i) the consummation of the transactions that one or more reductions are required under Section 14triggered the Gross-Up Payment and (ii) within five days of the Company’s receipt of the Accounting Firm’s determination; provided that, the 280G Firm Gross-Up Payment shall also determine in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which Payments shall be reduced the Excise Tax (first from cash payments and then from non-cash benefitsany income or other related taxes or interest or penalties thereon) on a Payment are remitted to the extent necessary so that no portion thereof shall be subject Internal Revenue Service or any other applicable taxing authority. Notwithstanding any other provision of this Section 5, the Company may, in its sole discretion, withhold and pay over to the excise tax imposed by Section 4999 Internal Revenue Service or any other applicable taxing authority, for the benefit of the CodeExecutive, all or any portion of any Gross-Up Payment, and the Company shall pay Executive hereby consents to such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employeewithholding. (d) As a result The following terms shall have the following meanings for purposes of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.5:

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by this Agreement) that the Employee Executive would receive in connection with a Change in Control or the termination of employment transaction (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate but for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 149, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s 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: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), and the Company shall pay such reduced amount the Executive the greater of the Full Payment or the 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 all applicable federal, state and local income and employment taxes and the Excise Tax. If a Reduced Payment is made, (x) the Executive 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 greatest economic benefit to the EmployeeExecutive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. The 280G Firm independent registered public accounting firm engaged by AFG as of the day prior to the effective date of the transaction shall make reductions all determinations required to be made under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”)9. If the 280G Firm determinesindependent registered public accounting firm so engaged by AFG is serving as accountant or auditor for the individual, based on either entity or group effecting the assertion of transaction, AFG shall appoint a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, nationally recognized independent registered public accounting firm that an Overpayment has been made, the Employee must repay is reasonably acceptable to the CompanyExecutive (and such acceptance shall not be unreasonably withheld) to make the determinations required hereunder. The Company shall bear all reasonable expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, without interest; providedtogether with detailed supporting documentation, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, Executive within fifteen (15) calendar days after the deemed loan and payment would either reduce the amount date on which the Employee Executive’s right to a Transaction Payment is subject to tax under Section 4999 of the Code triggered or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession such other time as reasonably requested by the 280G FirmCompany or the Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, and otherwise cooperate with either before or after the 280G Firm in connection with the preparation and issuance application of the Reduced Amount, it shall furnish the Company and the Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and calculations contemplated by this Section 14conclusive upon the Company and the Executive.

Section 280G. 14.1 The Employee shall bear all expense ofNotwithstanding any other agreement between the Combined Company and Executive, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under in the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, event that any payment or benefit received or benefits provided to be received by the Employee in connection with a Change in Control or the termination of employment Executive (whether payable under the terms of the made or provided pursuant to this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”otherwise) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less Code (ii“Parachute Payments”) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code, then Executive shall be entitled to receive either (i) the full amount of the Parachute Payments, or (ii) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (i) and (ii), after taking into account applicable Federal, state, and local taxes and the Company shall pay such reduced amount Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the Employeeforegoing shall occur in the following order: (a) any cash payment under any retention bonus agreement or similar agreement, (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. The 280G Firm Such reduction shall make reductions be first applied to payments and benefits in each of the forgoing categories in reverse order beginning with the payments or benefits that are to be paid the furthest in time from the date of such determination. Any determination required under this Section 14 6.14 shall be made in writing by a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result nationally recognized public accounting firm designated by public accountants of the uncertainty in Combined Company, whose determination shall be conclusive and binding for all purposes upon the Combined Company and Executive. For purposes of making any calculation required by this Section 6.14, such accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the application of Section Sections 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect Notwithstanding anything to any payment received under the contrary in this Agreement, including, without limitation, any excise tax imposed by if Employee is a “disqualified individual” (as defined in Section 4999 280G(c) of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”); provided), howeverand the payments and benefits provided for in this Agreement, that any payment or benefit received or to be received by the Employee in connection together with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with payments and benefits which Employee has the right to receive from the Company or an Affiliate (collectivelyany of its affiliates, the “Payments”) that would constitute a “parachute payment” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced to (but not below zero) so that the extent necessary present value of such total amounts and benefits received by Employee from the Company and its affiliates 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 so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit amounts and benefits received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode or (b) paid in full, and whichever produces the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the better net after-tax amount payable position to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or generate benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a refund similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm or other professional organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company prior to the change in control (the “Accounting Firm”). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. Nothing in this Paragraph 20 shall require the Company to be responsible for, or have any liability or obligation with respect to, Employee’s excise tax imposed liabilities under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employeeif any. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of(a) Anything in this Award Agreement to the contrary notwithstanding, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under in the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, event that any compensation, payment or benefit received or to be received distribution by the Employee in connection with a Change in Control Company to or for the termination benefit of employment Awardee (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code), shall be reduced whether paid or payable or distributed or distributable pursuant to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes terms of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives Award Agreement or is then entitled to receive from the Company or its Affiliates that otherwise, would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, the following provisions shall apply: i. If the Payments, reduced by the sum of (A) the Excise Tax and (B) the Company shall pay such reduced total of the federal, state, and local income and employment taxes payable by Awardee on the amount of the Payments which are in excess of the Threshold Amount, are greater than or equal to the Employee. The 280G Firm Threshold Amount, Awardee shall make reductions required be entitled to the full benefits payable under this Section 14 Award Agreement. ii. If the Threshold Amount is less than (x) the Payments, but greater than (y) the Payments reduced by the sum of (A) the Excise Tax and (B) the total of the federal, state, and local income and employment taxes on the amount of the Payments which are in a manner that maximizes excess of the net after-tax amount Threshold Amount, then the benefits payable under this Award Agreement shall be reduced (but not below zero) to the Employeeextent necessary so that the sum of all Payments shall not exceed the Threshold Amount. In such event, the Payments shall be reduced in the following order: (1) equity awards with performance-based vesting; and (2) equity awards with time-based vesting. To the extent any payment is to be made over time, then the payments shall be reduced in reverse chronological order. (db) As a result For the purposes of this Section 8, “Threshold Amount” shall mean three times Awardee’s “base amount” within the uncertainty in the application meaning of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 280G(b)(3) of the Code or generate a refund of and the regulations promulgated thereunder less one dollar ($1.00); and “Excise Tax” shall mean the excise tax imposed under by Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment any interest or penalties incurred by Awardee with respect to the Employeesuch excise tax. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 (a) The Employee Executive shall bear all expense of, and be solely responsible for, any Excise Tax (as defined below) imposed on the Executive; provided, however, in the event that the Accounting Firm (as defined below) determines that receipt of all federalpayments or distributions in the nature of compensation to or for the benefit of the Executive, state, local whether paid or foreign taxes due with respect payable pursuant to any payment received this Agreement or otherwise (the “Payments”) would subject the Executive to tax under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code, then, after taking into account any reduction in the Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement, the Accounting Firm shall determine whether the Payments shall be reduced to the Reduced Amount (as defined below). The Payments shall be reduced to the “Excise Tax”Reduced Amount only if the Accounting Firm determines that the Net After-Tax Receipt (as defined below) of unreduced aggregate Payments would be equal to or less than one-hundred percent (100%) of the Net After-Tax Receipt of the Reduced Amount. The provisions of this Section 9 shall supersede and control any conflicting Payments adjustment language in the Parachute Limitations provisions in Section 17 of the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended from time to time, or any similar parachute limitations language in any other plan or agreement applicable to Executive. (b) If the Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than five (5) business days following the effective date of the applicable Change in Control, or such later date on which there has been a Payment. The reduction of the Payments, if applicable, shall be made in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards, which will occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other employee benefits, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced; provided, however, that no reduction of a Payment that is nonqualified deferred compensation subject to Section 409A of the Code shall be made to the extent that such reduction would result in any other payment or benefit received being deemed a substitute (within the meaning of Section 1.409A-3(f) of the Treasury Regulations) for the forfeited amount by reason of such other payment or benefit having a different time or form of payment. With respect to each of clauses (i)-(iii), in the case of any Payments that constitute deferred compensation subject to Section 409A, the reduction will occur first as to amounts that are not deferred. If two or more of the same type of awards are granted on the same date, each award will have their acceleration of vesting reduced on a pro-rata basis. In no event will the Executive have any discretion with respect to the ordering of Payment reductions. All fees and expenses of the Accounting Firm in implementing the provisions of this Section shall be received borne by the Employee in connection with a Change in Control or Company. (c) For purposes of determining whether and the termination of employment extent to which the Payments will be subject to the Excise Tax, (whether payable under the terms i) no portion of the Agreement Payments the receipt or any other planenjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, arrangement or agreement with (ii) no portion of the Company or an Affiliate (collectivelyPayments shall be taken into account which, in the “Payments”) that would written opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Payments shall be reduced to taken into account which, in the extent necessary so that no portion thereof shall be subject to the Excise Tax but only ifopinion of Accounting Firm, by reason of such reductionconstitutes reasonable compensation for services actually rendered, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G 280G(b)(4)(B) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time excess of the first payment Base Amount (as defined in Section 280G(b)(3) of the foregoing)Code) allocable to such reasonable compensation, less and (iii) the amount value of Excise Tax imposed with respect to any non-cash benefit or any deferred payment or benefit included in the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced determined by the Accounting Firm in accordance with the principles of Sections 280G(d)(3) and (first from cash payments and then from non-cash benefits4) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the The Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will Executive shall provide the 280G Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Accounting Firm, and otherwise cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 149. For purposes of making the calculations required by this Section 9, the Accounting Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. (e) For purposes of this Agreement, the term “Accounting Firm” shall mean a nationally recognized accounting firm, or actuarial, benefits or compensation consulting firm (with experience in performing the calculations regarding the applicability of Code Section 280G and of the tax imposed by Code Section 4999) selected by the Company immediately prior to a Change in Control.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates determine that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount receipt of all federal, state and local income and employment taxes payable by Payments would subject the Employee with respect Executive to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. (b) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Bank or the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “nonqualified deferred compensation” for purposes of Section 409A of the Code, and shall advise the Bank or the Company in writing of the Executive’s election within ten days of the Executive’s receipt of notice. If no such election is made by the Executive within such ten-day period, the Bank or the Company shall reduce the Agreement Payments in the following order: (1) by reducing benefits payable pursuant to Section 5(a)(1)(B) of the Agreement and then (2) by reducing amounts payable pursuant to Section 5(a)(2) of the Agreement. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Bank, the Company and the Executive and shall be made within 60 days of the Executive’s Date of Termination. In connection with making determinations under this Section 8, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any non-competition provisions that may apply to the Executive and the Bank and the Company shall pay cooperate in the valuation of any such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net afterservices, including any non-tax amount payable to the Employeecompetition provisions. (dc) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that amounts will have been paid or distributed by the Bank or the Company to or for the Employee that benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (collectivelyeach, the an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Bank or the Company to or for the Employee benefit of the Executive pursuant to this Agreement could have been so paid or distributed (collectivelyeach, the an “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Bank, the Company or the Employee, Executive which assertion the 280G Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Employee must repay Bank or the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company, without interestBank or the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Employee Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the 280G Firm will notify the Employee and Bank or the Company to or for the benefit of that determination, and the Company will promptly pay Executive together with interest at the amount applicable federal rate provided for in Section 7872(f)(2) of that Underpayment to the EmployeeCode. (ed) The parties will provide All fees and expenses of the 280G Accounting Firm access to and copies in implementing the provisions of any books, records, and documents in their possession as reasonably requested this Section 8 shall be borne by the 280G FirmBank or the Company, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14as applicable.

Section 280G. 14.1 The Employee shall bear all expense of(a) In the event that you become entitled to receive severance payments and benefits under this Agreement, or you become entitled to receive any other amounts in the “nature of compensation” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) pursuant to any other plan, arrangement or agreement with the Company, with any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or with any person affiliated with the Company or such person, in each case as a result of such change in ownership or effective control (collectively, the “Company Payments”), and such Company Payments would be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company Payments shall be reduced (such reduction, the “Cutback”) such that the Parachute Value (as defined below) of all Company Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). Notwithstanding the foregoing, the Company Payments shall be so reduced only if the Accounting Firm (as defined below) determines that you would have a greater Net After-Tax Receipt (as defined below) of aggregate Company Payments if the Company Payments were so reduced. If the Accounting Firm determines that you would not have a greater Net After-Tax Receipt of aggregate Company Payments if the Company Payments were so reduced, you shall receive all Company Payments to which you are entitled. You shall be solely liable for any Excise Tax. To the extent the Cutback applies, the Company Payments shall be reduced in the following order: first, the reduction of cash payments not attributable to long-term incentive awards that vest on an accelerated basis; providedsecond, howeverthe cancelation of accelerated vesting of long-term incentive awards; third, that the reduction of employee benefits; and fourth, any payment or benefit received other “parachute payments” (as defined in Section 280G). (b) To the extent requested by you, the Company shall cooperate with you in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be received provided by you (including, without limitation, your agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the Employee date of a change in connection with a Change in Control ownership or the termination of employment (whether payable under the terms control of the Agreement or any other planCompany (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), arrangement or agreement with such that payments in respect of such services may be considered reasonable compensation within the Company or an Affiliate (collectively, meaning of Q&A-9 and Q&A-40 to Q&A-44 of the “Payments”) that would constitute a 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, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If The following terms shall have the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 following meanings for purposes of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.V:

Section 280G. 14.1 The Employee Notwithstanding anything in this Agreement to the contrary, in the event it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to determined that any payment received under or distribution by the Agreement, including, without limitation, Company or any excise tax imposed by Section 4999 of its affiliated companies to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be an excess parachute payment within the meaning of section 280G of the Code (the such excess only, an “Excise TaxExcess Payment”); provided, however, that any payment or benefit received or to be received by then the Employee in connection with a Change in Control or shall forfeit all Excess Payments if the termination of employment (whether payable under the terms after-tax value to Employee of the Agreement or any other plan, arrangement or agreement with Payments as reduced by such forfeiture would be greater than the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G after-tax value to Employee of the CodePayments absent such forfeiture. The forfeiture of Excess Payments, if applicable, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean applied by: (i) first reducing the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less cash Severance Benefits (with cash Severance Benefits having different payment terms being reduced on a pro-rata basis); (ii) the amount then cancellation of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee accelerated vesting of performance-based equity awards (based on the rate in effect for such year as set forth in the Code as in effect at the time reverse order of the first payment date of the foregoinggrant), less ; (iii) then cancellation of accelerated vesting of other equity awards (based on the amount reverse order of Excise Tax imposed the date of grant); and (iv) finally reduction of any other benefits or payments due to Employee (with respect to the benefits or payments and benefits described in (i) above. (b) any group having different payment terms being reduced on a pro-rata basis). All determinations required to be made under this Section 14 will 6, and the assumptions to be utilized in arriving at such determination, shall be made by an a major accounting firm or law firm that is selected for this purpose with expertise in such matters designated by the Company prior to the Change in Control (the “280G Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Employee. All fees and expenses of the 280G Accounting Firm for services performed pursuant to this Section 6 shall be borne solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The In the event that any payments, distributions, benefits or entitlements of any type payable to Employee shall bear all expense of(“CIC Benefits”) (i) constitute “parachute payments” within the meaning of Section 280G of the Code, and (ii) but for this paragraph would be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then Employee’s CIC Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized accounting firm selected by the Company (the “Accountants”), that without such reduction Employee would be entitled to receive and retain, on a net after tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount 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 Employee otherwise agree in writing, any determination required under this Section 5(g) shall be made in writing in good faith by the Accountants. In the event of a reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the portion of the CIC Benefits that are payable in cash and then by reducing or eliminating the non-cash portion of the CIC Benefits, in each case, in reverse order beginning with payments or benefits which are to be paid the furthest in the future; provided, however, that for purposes of the foregoing sequence, any payment amounts that are payable with respect to equity-based or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment equity-related awards (whether payable under the terms in cash or in kind) shall be deemed to be a non-cash portion of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was madeCIC Benefits. For purposes of making the calculations required by this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (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 foregoing5(g), less (iii) the amount of Excise Tax imposed with respect to Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 application of the Code, and the other applicable legal authority. The Company and Employee shall pay such reduced amount furnish to the Employee. The 280G Firm shall Accountants such information and documents as the Accountants may reasonably require in order to make reductions required a determination under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”5(g), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay shall bear the amount cost of that Underpayment to all fees the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm Accountants charge in connection with the preparation and issuance of the determinations and any calculations contemplated by this Section 145(g).

Section 280G. 14.1 The Employee shall bear (a) In the event that part or all expense ofof the consideration, compensation or benefits to be paid to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and be solely responsible forbenefits under all other plans, all federalarrangements and agreements applicable to Executive, state, local or foreign taxes due with respect constitute “excess parachute payments” under Section 280G(b) of the Code subject to any payment received under the Agreement, including, without limitation, any an excise tax imposed by under Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “PaymentsParachute Amount”) that the amount of excess parachute payments which would constitute a “parachute payment” within the meaning of Section 280G of the Code, otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no portion thereof shall be amount of the Parachute Amount is subject to an excise tax under Section 4999 (the Excise Tax but only “Reduced Amount”); provided that such amounts shall not be so reduced if, by reason of without such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that Executive would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Section 280G 4999), an amount of the CodeParachute Amount which is greater than the amount, less (ii) the amount of all federalon a net after tax basis, state and local income and employment taxes payable by the Employee with respect that Executive would be entitled to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time retain upon receipt of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) aboveReduced Amount. (b) All determinations If the determination made pursuant to Section 9(a) results in a reduction of the payments that would otherwise be paid to Executive except for the application of Section 9(a), such reduction in payments due under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm Agreement shall be borne by the Company. The Company will direct the 280G Firm first applied to submit reduce any determination it makes under this Section 14 cash severance payments that Executive would otherwise be entitled to receive hereunder and detailed supporting calculations shall thereafter be applied to both the Employee reduce other payments and the Company as soon as reasonably practicable. (c) If the 280G Firm determines benefits in a manner that one or more reductions are required would not result in subjecting Executive to additional taxation under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 409A of the Code. Within ten days following such determination, and but not later than thirty days following the date of the event under Section 280G(b)(2)(A)(i), the Company shall pay or distribute to Executive or for Executive’s benefit such reduced amount amounts as are then due to the Employee. The 280G Firm shall make reductions required Executive under this Section 14 in a manner that maximizes the net after-tax amount payable Agreement and shall promptly pay or distribute to the Employee. (d) As a result of the uncertainty Executive or for his benefit in the application of Section 280G at the time that the 280G Firm makes its determinations future such amounts as become due to Executive under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeAgreement. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that a) If any payment or benefit received or (including payments and benefits pursuant to be received by the Employee this Agreement) that you would receive in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with an Acquisition from the Company or an Affiliate otherwise (collectively, the “PaymentsTransaction Payment”) that would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate but for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 1412, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), and then the Company shall pay such reduced cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in your receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the EmployeeExcise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that you receive the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). The 280G Firm Notwithstanding the foregoing, at your election and in lieu of the foregoing, if you execute a waiver of the portion of such excess parachute payment such that all non-waived payments would not be subject to the Excise Tax, the Company shall make reductions required under this Section 14 agree to seek approval of its stockholders in a manner that maximizes the net after-tax amount payable to the Employee. (dcomplies with Section 2800(b)(5)(B) As a result of the uncertainty Code and Treasury Regulation Section 1.280G-1 such that if such stockholder approval is obtained, the waived payments shall be restored. “Acquisition” shall mean a change in the application ownership or control of the Company or a change in the ownership of a substantial portion of the assets of the Company, in each case as determined under Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeTreasury Regulations thereunder. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that a) If any payment or benefit received or (including payments and benefits pursuant to be received by the Employee Agreement) that Executive would receive in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with from the Company or an Affiliate otherwise (collectively, the a “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected but for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14sentence, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), and then the Company shall pay such reduced amount cause to be determined, before any amounts of the Employee. The 280G Firm shall make reductions required under this Section 14 Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in a manner that maximizes the net Executive’s receipt, on an after-tax basis, of the greater amount payable of Transaction Payments notwithstanding that all or some portion of the Transaction Payment may be subject to the EmployeeExcise Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), or (2) payment of only a portion of the Transaction Payments so that Executive receives 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 all applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Notwithstanding the foregoing, if such reduction would result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision. (b) The professional firm engaged by the Company for general tax purposes as of the day prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such professional firm required to be made hereunder. (c) The professional firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within a reasonable period after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Company or Executive. If the professional firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive. (d) As Notwithstanding the foregoing, if the Company is privately held as of immediately prior to a result Change in Control and it is deemed necessary by the Company to avoid any potential imposition of the uncertainty adverse tax results provided for by Sections 280G and 4999 of the Code, then as a further condition to any payment or benefit provided for in the application Agreement or otherwise, the Company may require Executive to submit any payment or benefit provided for in the Agreement or from any other source that the Company reasonably determines may constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) for approval by the Company’s stockholders prior to the Closing of the Change in Control in the manner required by the terms of Section 280G at 280G(b)(5)(B) of the time that the 280G Firm makes its determinations under this Section 14Code, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, so that no loan payments or benefits will be deemed to have been made and no amount will be payable by the Employee constitute a “parachute payment” subject to the Company unless, excise taxes under Sections 280G and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense ofNotwithstanding any other provision of this Agreement or the terms of any other agreement, and be solely responsible foraward or plan, all federal, state, local or foreign taxes due with respect to if any payment received under to or for the Agreementbenefit of the Executive, includingwhether paid or payable pursuant to the terms of this Agreement or otherwise (each, without limitationa “Payment,” and collectively, any the “Total Payments”), would be subject (in whole or in part) to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, howeverthen the Total Payments shall be reduced to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, that any payment but only if (a) the net amount of such Total Payments, as so reduced, is greater than or benefit received or equal to (b) the net amount of such Total Payments without such reduction (in each case, after subtracting the expected federal, state and local taxes on such Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such Total Payments). The reduction of the Total Payments contemplated in this paragraph will be received implemented by determining the Parachute Payment Ratio (as defined below), as determined in good faith by the Employee Company, for each Payment and then reducing the Total Payments in connection order beginning with the Payment with the highest Parachute Payment Ratio. For Payments with the same Parachute Payment Ratio, such Payments will be reduced based on the time of payment of such Payments, with the latest Payments reduced first. For Payments with the same Parachute Ratio and the same time of payment, each such Payment will be reduced proportionately. For purposes hereof, the term “Parachute Payment Ratio” shall mean a Change in Control or fraction, (x) the termination numerator of employment (whether payable under which is the terms value of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate applicable Total Payment (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning as calculated for purposes of Section 280G of the Code), shall be reduced and (y) the denominator of which is the intrinsic (i.e., economic) value of such Total Payment. For the avoidance of doubt, to the extent necessary so that no portion thereof shall be any payments or benefits covered by this Section 19 constitute “nonqualified deferred compensation” subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G 409A of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations any reduction contemplated under this Section 14 19 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior effected in a manner intended to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this comply with Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 409A of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense ofNotwithstanding anything in this Agreement to the contrary, if Executive is a "disqualified individual" (as defined in Section 280G(c) of the Code), and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the payments and benefits provided for in this Agreement, including, without limitation, together with any excise tax imposed by Section 4999 of other payments and benefits which Executive has the Code (the “Excise Tax”); provided, however, that any payment or benefit received or right to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement receive from Company or any other planperson, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “"parachute payment” within the meaning of " (as defined in Section 280G 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced to (but not below zero) so that the extent necessary 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(b)(3) of the Code) and so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit amounts and benefits received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof Executive shall be subject to the excise tax imposed by Section 4999 of the CodeCode or (b) paid in full, and whichever produces the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the better "net after-tax amount payable position" to the Employee. Executive (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or generate benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a refund similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made applying principles, assumptions and procedures consistent with Section 280G of the Code by an accounting firm or law firm of national reputation that is selected for this purpose by Company (the "280G Firm") (with all such costs borne by Company). In order to assess whether payments under this Agreement or otherwise qualify as reasonable compensation that is exempt from being a parachute payment under Section 280G of the Code, the 280G Firm or Company may retain the services of an independent valuation expert. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Company (or its affiliates) used in determining if a "parachute payment" exists, exceeds $1.00 less than three (3) times Executive's base amount, then Executive shall immediately repay such excess 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 imposed liabilities under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The If the Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by is a “disqualified individual,” as defined in Section 4999 280G(c) of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”); provided, howeverthen, that notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Employee with the Company (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the direct or indirect provision of compensation to the Employee (including groups or classes of employees or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the Employee (a “Benefit Arrangement”), any right to exercise, vesting, payment or benefit received to the Employee under this Agreement, any Other Agreement and/or any Benefit Arrangement shall be reduced or eliminated to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Employee under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment or benefit to the Employee under this Agreement to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute considered a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only Code as then in effect (a “Parachute Payment”) if, by reason as a result of receiving such reductionParachute Payment, the net aggregate after-tax benefit amounts received by the Employee shall exceed from the net Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the maximum after-tax benefit amount that would could be received by the Employee if no without causing any such reduction was made. For purposes of this Section 14:payment or benefit to be considered a Parachute Payment. (a) The “net after-tax benefit” shall mean (i) Such reduction or elimination will be calculated so that the Payments which the amount received by Employee receives or that is then entitled subject to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code will be reduced to an amount that is three times Employee’s “base amount” (defined in Section 280G(b)(3) of the Code), less one dollar. (ii) The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the amount of all federal, state and local income and employment taxes payable by the Employee with respect payments to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth made furthest in the Code as in effect at the time of the first payment of the foregoingfuture being reduced first), less then by reducing or eliminating any accelerated vesting of performance awards, then by reducing or eliminating any accelerated vesting of options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or stock units, then by reducing or eliminating any other remaining Parachute Payments. (iii) Notwithstanding the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit foregoing, if any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As Employee could be deemed a result Parachute Payment, the Company will use its best efforts to obtain shareholder approval of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations payments to Employee under this Agreement, any Other Agreement or any Benefit Arrangement that is described in Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 280G(5)(B) of the Code or generate in a refund manner intended to satisfy all applicable requirements of tax imposed under Section 4999 280G(b)(5)(B) of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Code and the Company Treasury Regulations thereunder, including Q&A-7 of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance Section 1.280G-1 of the determinations and calculations contemplated by this Section 14Treasury Regulations.

Section 280G. 14.1 The Employee (a) Notwithstanding anything in this Agreement to the contrary, in the event that the Company’s independent public accountants (the “Accountants”) shall bear determine in good faith that receipt of all expense ofpayments or benefits made or provided by the Company or its affiliated companies in the nature of compensation to or for Employee’s benefit (each, a “Payment”), whether payable or to be provided pursuant to this Agreement or otherwise, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any the post-termination payments and benefits provided pursuant to Section 4(d) and the Restricted Stock Award provided pursuant to Section 2, would, but for this sentence, subject Employee to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”) of the Internal Revenue Code of 1986, as amended (the “Code”); provided, however, that any payment or benefit received or then the Company shall cause to be received determined by the Employee Accountants in connection with a Change in Control or the termination of employment (whether payable under the terms good faith, before any Payments are made, which of the Agreement or any other planfollowing two (2) alternative forms of payment would result in Employee’s receipt, arrangement or agreement with the Company or on an Affiliate (collectivelyafter-tax basis, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Codegreater aggregate amount of Payments, shall be reduced to notwithstanding that all or some portion of the extent necessary so that no portion thereof shall Payments may be subject to the Excise Tax, and shall pay to Employee such greater amount: (1) payment in full of the entire amount of the Payments (a “Full Payment”), or (2) payment of only a part of the Payments so that Employee receives the largest amount of the Payments possible without the imposition of the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. (a “Reduced Payment”). (b) For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives determining whether to make a Full Payment or is then entitled to receive from a Reduced Payment, the Company or its Affiliates that would constitute “parachute payments” within shall cause to be taken into account by the meaning of Section 280G of the Code, less (ii) the amount of Accountants all applicable federal, state and local income and employment taxes payable by and the Employee with respect to the foregoing calculated Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income tax rate for each year in taxes which could be obtained from a deduction of such state and local taxes). If the foregoing Accountants determine that aggregate Payments should be reduced to the Reduced Payment, the Company shall promptly give Employee notice to that effect and a copy of the detailed calculation thereof. If a Reduced Payment is made, (x) Employee shall have no rights to any additional payments and/or benefits constituting the Payment, and (y) any reduction of the Payments shall be paid to the Employee (based on the rate made 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 (iiiaccordance with Section 5(d) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicablebelow. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G Firm makes its determinations under this Section 14initial determination by the Accountants hereunder, it is possible that amounts Payments will have been paid made by the Company to or distributed to for the benefit of Employee that which should not have been paid or distributed so made (collectively, the “OverpaymentsOverpayment”), or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of Employee could have been so paid or distributed (collectively, the “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Full Payment or the Reduced Payment hereunder, as the case may be. If In the 280G Firm determinesevent that the Accountants, based on either upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Employee which the Employee, which assertion the 280G Firm believes Accountants believe has a high probability of success or controlling precedent or substantial authoritysuccess, determine that an Overpayment has been made, the Employee must repay shall pay any such Overpayment to the Company, without interestCompany together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no loan will be deemed to have been made and no amount will shall be payable by the Employee to the Company unless, if and then only to the extent that, the deemed loan and such payment would not either reduce the amount on which the Employee is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G determines, based upon controlling precedent or substantial authority, Accountants determine that an Underpayment has occurred, the 280G Firm will notify the Employee and any such Underpayment shall be promptly paid by the Company to or for the benefit of that determination, and Employee together with interest at the Company will promptly pay applicable federal rate provided for in Section 7872(f)(2) of the amount Code. (d) Any reduction of that Underpayment Payments to the Reduced Payment shall occur in the following order: (i) any cash severance payable by reference to the Employee's Base Salary or Performance Bonus; (ii) any other cash amount payable to the Employee; (iii) any benefit valued as a "parachute payment" (within the meaning of Section 280G of the Code); and (iv) acceleration of vesting of any Restricted Stock Award. (e) The parties will provide Subject to the 280G Firm access to and copies last sentence of any booksthis subsection (e), records, and documents in their possession as reasonably requested all determinations made by the 280G Firm, Accountants under this Section 5 shall be conclusive and otherwise cooperate with binding upon the 280G Firm in connection with the preparation Company and issuance Employee for all purposes. All fees and expenses of the determinations and Accountants shall be borne solely by the Company. For purposes of making the calculations contemplated required by this Section 145, 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 will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make determinations under this Section 5. In the event that Employee or the Company disagrees with the determination of the Accountants under this Section 5, either the Company or Employee can have such determination reviewed through the mechanism set forth in Section 8(e). If such mechanism is used, review shall be de novo and no presumption of correctness shall attach to the Accountants’ determination.

Section 280G. 14.1 The Employee shall bear all expense ofIf Executive is a “disqualified individual,” as defined in Section 280G(c) of the Code, then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding entered into between Executive and be solely responsible forthe Company or any affiliate, all federalexcept an agreement, statecontract, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by understanding that expressly addresses Section 280G or Section 4999 of the Code (the an “Excise TaxOther Agreement”); provided, howeverand notwithstanding any formal or informal agreement, that plan or other arrangement for the direct or indirect provision of compensation to Executive (including groups or classes of beneficiaries of which Executive is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for Executive (a “Benefit Arrangement”), any right of Executive to any vesting, payment or benefit received under this Agreement will be reduced or eliminated: (i) to the extent that such right to exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for Executive under this Agreement, all Other Agreements, and all Benefit Arrangements, would cause any exercise, vesting, payment, or benefit to Executive under this Agreement to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute considered a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only Code as then in effect (a “Parachute Payment”); and (ii) if, by reason as a result of receiving such reductionParachute Payment, the net aggregate after-tax benefit amounts received by Executive from the Employee shall exceed Company under this Agreement, all Other Agreements, and all Benefit Arrangements would be less than the net maximum after-tax benefit amount that would could be received by the Employee if no Executive without causing any such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives payment or is then entitled benefit to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Companyconsidered a Parachute Payment. The Company will direct accomplish any reduction by first reducing or eliminating to the 280G Firm to submit limited extent necessary any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and (with the payments to be made at the latest date in the future being reduced first), then from non-cash benefits) by reducing or eliminating to the limited extent necessary so that no portion thereof shall be subject any accelerated vesting of performance-based equity awards, then by reducing or eliminating to the excise tax imposed limited extent necessary any accelerated vesting of options to purchase Company common stock or stock appreciation rights, then by Section 4999 of the Code, and the Company shall pay such reduced amount reducing or eliminating to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable limited extent necessary any accelerated vesting of shares of restricted Company common stock, restricted stock units or deferred stock units, then by reducing or eliminating to the Employeelimited extent necessary any other remaining Parachute Payments. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee (a) Anything in this agreement to the contrary notwithstanding, in the event it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, determined that any payment or benefit received or to be received distribution by the Employee in connection with a Change in Control Company to or for the termination benefit of employment you (whether paid or payable under or distributed or distributable pursuant to the terms of the Agreement this agreement or otherwise, but determined without regard to any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the additional payments and benefits described in (i) above. (b) All determinations required under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the 3) (a “Company prior to the Change in Control (the “280G FirmPayment”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by you 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 you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Company Payments. (b) For purposes of determining whether any of the Company Payments and Gross-Up Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (i) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Code Section 280G(b)(2)) or tax counsel selected by such accountants (the “Accountants”) such Total Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. (c) For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (d) The Gross-Up Payment or portion thereof provided for in subsection (c) above shall be paid not later than the thirtieth day following an event occurring which subjects you to the Excise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting you to the Excise Tax. (e) If any controversy arises between you and the Internal Revenue Service or any state or local taxing authority (a “Taxing Authority”) with respect to the treatment on any return of the Gross-Up Payment, or of any Company Payment, or with respect to any return which a Taxing Authority asserts should show an Excise Tax, including, without limitation, any audit, protest to an appeals authority of a Taxing Authority or litigation (“Controversy”), (i) the Company shall have the right to participate with you in the handling of such Controversy, (ii) the Company shall have the right, solely with respect to a Controversy, to direct you to protest or contest any proposed adjustment or deficiency, initiate an appeals procedure within any Taxing Authority, commence any judicial proceeding, make any settlement agreement, or file a claim for refund of tax, and (iii) you shall not take any of such steps without the prior written approval of the Company, which the Company shall not unreasonably withhold. If the Company so elects, you shall be represented in any Controversy by attorneys, accountants, and other advisors selected by the Company, and the Company shall pay the fees, costs and expenses of such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-attorneys, accountants, or advisors, and any tax amount payable to the Employee. (d) As liability you may incur as a result of such payment. You shall promptly notify the uncertainty Company of any communication with a Taxing Authority, and you shall promptly furnish to the Company copies of any written correspondence, notices, or documents received from a Taxing Authority relating to a Controversy. You shall cooperate fully with the Company in the application handling of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency any Controversy by the Internal Revenue Service against furnishing the Company any information or documentation relating to or bearing upon the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interestControversy; provided, however, that no loan will you shall not be obligated to furnish to the Company copies of any portion of your tax returns which do not bear upon, and are not affected by, the Controversy. (f) You shall pay over to the Company, with ten (10) days after receipt thereof, any refund you receive from any Taxing Authority of all or any portion of the Gross-Up Payment or Excise Tax, together with any interest you receive from such Taxing Authority on such refund. For purposes of this Section 3, a reduction in your tax liability attributable to the previous payment of the Gross-Up Payment or the Excise Tax shall be deemed to be a refund. If you would have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate received a refund of tax imposed under Section 4999 all or any portion of the Code. If Gross-Up Payment or the 280G determinesExcise Tax, based upon controlling precedent except that a Taxing Authority offset the amount of such refund against other tax liabilities, interest, or substantial authoritypenalties, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly you shall pay the amount of that Underpayment such offset over to the Employee. (e) The parties will provide the 280G Firm access to and copies of any booksCompany, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate together with the 280G Firm in connection with amount of interest you would have received from the preparation and issuance Taxing Authority if such offset had been an actual refund, within ten (10) days after receipt of notice from the determinations and calculations contemplated by this Section 14Taxing Authority of such offset.”

Section 280G. 14.1 The Employee shall bear Severance Agreement is hereby amended by inserting the following paragraphs immediately following the last paragraph thereof: (i) the aggregate of all expense of, amounts and be solely responsible for, all federal, state, local or foreign taxes benefits due with respect to any payment received you under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the this Agreement or under any other plan, program, agreement, or arrangement or agreement with the Company or an Affiliate (collectivelyany of its affiliates or subsidiaries would, the “Payments”) that would constitute a “parachute payment” within the meaning of if received by you in full and valued under Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”), constitute “parachute payments” as defined in and under Section 280G (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed 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 no portion thereof the aggregate 280G Benefits received by you will not constitute parachute payments; provided, that, any such reduction shall be subject effected in a manner intended to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this comply with Section 14: (a) 409A. The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee determinations with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing this paragraph shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control independent auditor (the “280G FirmAuditor”). All fees and expenses of the 280G Firm shall be borne ) paid by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments Auditor shall be reduced (first from cash payments and then from non-cash benefits) the Company’s regular independent auditor unless you reasonably object to the extent necessary so use of that no portion thereof shall firm, in which event the Auditor will be subject a nationally recognized United States public accounting firm chosen by the parties to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employeethis Agreement. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it It is possible that amounts will have been paid or distributed after the determinations and selections made pursuant to the Employee preceding paragraph, you will receive 280G Benefits that should not have been paid are, in the aggregate, either more or distributed less than the amount provided under this paragraph (collectively, the hereafter referred to as an “Overpayments”), Excess Payment” or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”Underpayment,” respectively). If the 280G Firm determinesit is established, based on either the assertion pursuant to a final determination of a deficiency by the court or an Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes proceeding that has a high probability of success or controlling precedent or substantial authoritybeen finally and conclusively resolved, that an Overpayment Excess Payment has been made, then you shall promptly pay an amount equal to the Employee must repay Excess Payment to the Company, without interest; provided, however, that no loan will be deemed to have been made together with interest on such amount at the applicable federal rate (as defined in and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 1274(d) of the Code) from the date of your receipt of such Excess Payment until the date of such payment. If In the 280G determines, based event that it is determined (i) by a court or (ii) by the Auditor upon controlling precedent or substantial authorityrequest by a party to this Agreement, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will shall promptly pay an amount equal to the amount of that Underpayment to you, together with interest on such amount at the Employeeapplicable federal rate from the date such amount would have been paid to you had the provisions of this paragraph not been applied until the date of such payment. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.”

Section 280G. 14.1 The Employee In the event it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to determined that any payment received under or distribution by the AgreementCompany or any of its affiliates to or for the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (the “Total Payments”), including, without limitation, any is or will be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax”) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the cash payments made pursuant to Section 5(a)(ii) of this Agreement, then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to any payment made pursuant to Section 5(a)(iv) of this Agreement, then to any payment made pursuant to Section 5(a)(v) of this Agreement, and then to any other payment that triggers such Excise Tax in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); provided, however, that any payment or benefit received or to be received by (iii) cancellation of accelerated vesting of other equity awards (based on the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms reverse order of the Agreement or date of grant); and (iv) reduction of any other planpayments due to Executive (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, arrangement or agreement with and all determinations as to whether any of the Company or an Affiliate (collectively, the “Payments”) that would constitute a Total Payments are “parachute paymentpayments” (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to Executive shall be reduced to the extent necessary so that no portion thereof Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated made at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made Company’s expense by an a nationally recognized accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee mutually acceptable to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee (a) Notwithstanding anything in this Agreement to the contrary, in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a “Change in Control” (as defined in the 2005 Plan) or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “Total Payments”) would not be deductible (in whole or part) by the Company or any Affiliates making such payment or providing such benefit as a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall bear all expense offirst be reduced (if necessary, to zero), and all other Total Payments shall thereafter be solely responsible forreduced (if necessary, all federalto zero), statewith cash payments being reduced before non-cash payments, local or foreign taxes due with respect and payments to any payment received under the Agreement, including, without be paid last being reduced first. (b) For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning 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, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), 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; (iii) the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii) of this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, in the opinion of Tax Counsel; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of Executive and the Company in applying the terms of this Section 7, the Total Payments paid to or for Executive’s benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, howeverthen, that any payment or benefit received or to be received by the Employee if such repayment would result in connection with a Change in Control or the termination of employment (whether payable under the terms i) no portion of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be remaining Total Payments being subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii) the amount a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of all federal, state and local income and employment taxes payable by taxes, the Employee with respect Executive shall have an obligation to pay the Company upon demand an amount equal to the foregoing calculated at sum of (x) the highest marginal income tax rate for each year in which excess of the foregoing shall be Total Payments paid to or for Executive’s benefit over the Employee Total Payments that could have been paid to or for Executive’s benefit without any portion of such Total Payments being subject to the Excise Tax; and (based y) interest on the rate in effect for such year as amount set forth in the Code as in effect clause (x) of this sentence at the time of the first payment of the foregoing), less (iiirate provided in Section 1274(b)(2)(B) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund from the date of tax imposed under Section 4999 Executive’s receipt of such excess until the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company date of that determination, and the Company will promptly pay the amount of that Underpayment to the Employeesuch payment. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of(i) Notwithstanding anything contained in this Agreement to the contrary, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under in the event that the benefits provided by this Agreement, includingtogether with all other payments and the value of any benefits received or to be received by Executive (the “Payments”), without limitationconstitute “parachute payments” (within the meaning of Section 280G of the Code), any and, but for this Section 7(a)(i), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, howeverthen the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as which would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate any payment reduction contemplated by the preceding sentence, the Company shall reduce or benefit received eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be received paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the Employee in connection with a Change in Control or preceding sentence shall take precedence over the termination provisions of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (ii) Unless the Company and Executive otherwise agree in writing, an initial determination as to whether the Payments shall be reduced and the amount of such reduction shall be made, at the Company’s expense, by an accounting firm that the Company selects (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation, to the Company and Executive within twenty (20) days of the Date of Termination, if applicable, or such other time as requested by the Company or an Affiliate by Executive (collectively, the “Payments”) provided Executive reasonably believes that would constitute a “parachute payment” within the meaning of Section 280G any of the Code, shall be reduced to the extent necessary so that no portion thereof shall Payments may be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was madeTax). For purposes of this Section 14: Within ten (a10) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G days of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time delivery of the first payment of Determination to Executive, Executive shall have the foregoing), less (iii) right to dispute the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control Determination (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “UnderpaymentsDispute”). If there is no Dispute, the 280G Firm determinesDetermination shall be binding, based on either the assertion of a deficiency by the Internal Revenue Service against final and conclusive upon the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of(a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a transaction (the “Transaction”) from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then the Company shall cause to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms determined, before any amounts of the Agreement Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or any other plansome portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), arrangement or agreement with (2) payment of only a part of the Transaction Payment so that the Executive receives 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 or an Affiliate shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (collectivelyall computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive 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 greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the “Payments”portions of the Transaction Payment shall be reduced pro rata. (b) Notwithstanding the foregoing, in the event that would constitute a “parachute payment” no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, shall be reduced to ) at the extent necessary so that no portion thereof shall be subject to time of the Excise Tax but only if, by reason of such reductionTransaction, the net after-tax benefit received by Company shall cause a vote of shareholders to be held to approve the Employee shall exceed portion of the net after-tax benefit Transaction Payments that would be received by the Employee if no such reduction was made. For purposes of this Section 14: equals or exceeds three times (a) The “net after-tax benefit” shall mean (i3x) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute Executive’s “parachute paymentsbase amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. § 1.280G-1, less (ii) and the amount Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all federalExcess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as provisions set forth in the Code as in effect at the time Section 5.7(a) of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm Agreement shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicableapply. (c) If Unless the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, Executive and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions otherwise agree in writing, any determination required under this Section 14 section shall be made in a manner that maximizes writing by the net after-tax amount payable to Company’s independent public accountants (the Employee. (d) As a result “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the uncertainty in calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If The Accountants shall provide detailed supporting calculations to the 280G determines, based upon controlling precedent Company and the Executive as requested by the Company or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive. The Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment shall furnish to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, Accountants such information and documents as the Accountants may reasonably request in their possession as order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incur in connection with the preparation and issuance of the determinations and any calculations contemplated by this Section 14section.

Section 280G. 14.1 The Employee shall bear all expense of(a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a transaction (the “Transaction”) from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then the Company shall cause to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms determined, before any amounts of the Agreement Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or any other plansome portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), arrangement or agreement with (2) payment of only a part of the Transaction Payment so that the Executive receives 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 or an Affiliate shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (collectivelyall computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive 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 greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the “Payments”portions of the Transaction Payment shall be reduced pro rata. (b) Notwithstanding the foregoing, in the event that would constitute a “parachute payment” no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, shall be reduced to ) at the extent necessary so that no portion thereof shall be subject to time of the Excise Tax but only if, by reason of such reductionTransaction, the net after-tax benefit received by Company shall cause a vote of shareholders to be held to approve the Employee shall exceed portion of the net after-tax benefit Transaction Payments that would be received by the Employee if no such reduction was made. For purposes of this Section 14: equals or exceeds three times (a) The “net after-tax benefit” shall mean (i3x) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute Executive’s “parachute paymentsbase amount” (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G FirmExcess Parachute Payments”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreementhereunder, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Excise TaxCode”); provided, however, that any payment or benefit received or to be received by the Employee Executive in connection with a Change in Control or the termination of the Executive’s employment (whether payable under pursuant to the terms of the this Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company or an Affiliate any affiliate (collectivelycollectively with the Contract Payments, the “Total Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Employee Executive shall exceed the net after-tax benefit that would be received by the Employee Executive if no such reduction was made. For purposes of this Section 14: (a) The 2.3, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which the Employee Executive receives or is then entitled to receive from the Company or its Affiliates that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest maximum marginal income tax rate for each year in which the foregoing shall be paid to the Employee Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this above by Section 14 will 4999 of the Code. The foregoing determination shall be made by an a nationally recognized accounting firm or law firm that is (the “Accounting Firm”) selected for this purpose by the Company prior and reasonably acceptable to the Change in Control (the “280G Firm”)Executive. All fees and expenses of the 280G The Accounting Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any its determination it makes under this Section 14 and detailed supporting calculations to both the Employee Executive and the Company as soon as reasonably practicablewithin fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be “parachute payments. (c) ” If the 280G Accounting Firm determines that one or more reductions are a reduction is required under by this Section 142.3, the 280G Firm shall also determine which cash portion of the Total Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the EmployeeExecutive. The 280G If the Accounting Firm shall make reductions determines that none of the Total Payments, after taking into account any reduction required under by this Section 14 in 2.3, constitutes a manner that maximizes “parachute payment” within the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application meaning of Section 280G of the Code, it will, at the same time that as it makes such determination, furnish the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive and the Company or the Employee, which assertion the 280G Firm believes an opinion that Executive has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay authority not to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to report any excise tax under Section 4999 of the Code or generate a refund of on his federal income tax imposed under Section 4999 of the Codereturn. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee The Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will shall each provide the 280G Accounting Firm access to and copies of any books, records, and documents in their the possession of the Executive or the Company, as the case may be, reasonably requested by the 280G Accounting Firm, and otherwise cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 142.3. The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 2.3 shall be borne by the Company.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to If any payment received or benefit Executive will or may receive from the Company under this Agreement or otherwise would (a) constitute a “parachute payment” within the Agreementmeaning of Section 280G of the Code (a “280G Payment”) and, including(b) but for this sentence, without limitation, any be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then the Company shall cause to be received determined, 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) payment in full of the entire amount of the 280G Payment (a “Full Payment”), or (ii) payment of only a part of the 280G Payment, so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), whichever amount results in Executive’s receipt, on an after-tax basis, of the greater amount of the 280G Payment notwithstanding that all or some portion of the 280G Payment may be subject to the Excise Tax. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (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 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 in connection with a Change in Control or Company and reasonably acceptable to Executive (the termination of employment (whether payable under “Determination Firm”) which shall provide detailed supporting calculations both to the terms Company and Executive. All reasonable fees and expenses of the Agreement or any other plan, arrangement or agreement with Determination Firm shall be borne solely by the Company. Any determination by the Determination Firm shall be binding upon the Company or an Affiliate and Executive, absent manifest error. For purposes of determining whether and the extent to which the payments will be subject to the Excise Tax: (collectively, i) no portion of the “Payments”) that would payments shall be taken into account which does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the CodeCode (including, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only ifwithout limitation, by reason of Section 280G(b)(4)(A) of the Code) and (ii) in calculating the Excise Tax, no portion of such reductionpayments shall be taken into account which constitutes reasonable compensation for services actually rendered, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G 280G(b)(4)(B) of the Code, less in excess of the “base amount” (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (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 (iiiSection 280G(b)(3) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay ) that is allocable to such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employeereasonable compensation. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear (a) In the event that part or all expense ofof the severance payments or benefits to be paid or provided to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and be solely responsible forbenefits under all other plans, all federalarrangements and agreements applicable to Executive, state, local or foreign taxes due with respect constitute “excess parachute payments” under Code Section 280G(b) subject to any payment received under the Agreement, including, without limitation, any an excise tax imposed by under Code Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “PaymentsParachute Amount”) that the amount of excess parachute payments which would constitute a “parachute payment” within the meaning of Section 280G of the Code, otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be reduced to the extent necessary so that no portion thereof shall be amount of the Parachute Amount is subject to an excise tax under Code Section 4999 (the Excise Tax but only “Reduced Amount”); provided that such amounts shall not be so reduced if, by reason of without such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that Executive would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Code Section 280G 4999), an amount of the CodeParachute Amount which is greater than the amount, less (ii) the amount of all federalon a net after tax basis, state and local income and employment taxes payable by the Employee with respect that Executive would be entitled to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time retain upon receipt of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) aboveReduced Amount. (b) All determinations If the determination made pursuant to Section 28(a) results in a reduction of the payments or benefits that would otherwise be paid to Executive except for the application of Section 28(a), such reduction in payments due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be entitled to receive hereunder and shall thereafter be applied to reduce other payments and benefits in a manner that would not result in subjecting Executive to additional taxation under Section 14 will be made by an accounting firm or law firm that is selected for this purpose by 409A. Within ten days following such determination, but not later than thirty (30) days following the date of the event under Code Section 280G(b)(2)(A)(i), the Company prior shall pay or distribute to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm Executive or for Executive’s benefit such amounts as are then due to submit any determination it makes Executive under this Section 14 Agreement and detailed supporting calculations shall promptly pay or distribute to both Executive or for his benefit in the Employee and the Company future such amounts as soon as reasonably practicablebecome due to Executive under this Agreement. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required Determinations under this Section 14 in a manner that maximizes 28 shall be made by an independent accounting firm selected by the net after-tax amount payable Company subject to the Employee. Executive's reasonable approval (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “UnderpaymentsAccounting Firm”). If the 280G The Company shall bear all costs of such Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and Accounting Firm's determinations shall be binding on the Company will promptly pay the amount of that Underpayment to the Employee. (e) parties absent manifest error. The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise shall cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated including by this providing all information necessary to determine reasonable compensation under Code Section 14.280G.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to Notwithstanding any payment received under the other provision in this Agreement, including, without limitation, any excise tax imposed in the event that it is determined (by Section 4999 the reasonable computation of an independent nationally recognized certified public accounting firm that shall be selected by Employer prior to the Code applicable Change in Control (the “Excise TaxAccountant”); provided) that the aggregate amount of the payments, howeverdistributions, that benefits and entitlements of any payment type payable by Employer or any affiliate to or for the benefit received of Employee (including any payment, distribution, benefit or to be received entitlement made by the Employee in connection with any person or entity effecting a Change in Control or the termination of employment (whether payable under the terms of the Agreement or any other planControl), arrangement or agreement with the Company or an Affiliate (collectivelyin each case, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall could be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute considered “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) (such payments, less (iithe “Parachute Payments”) that, but for this Section 4 would be payable to Employee, exceeds the greatest amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall Parachute Payments that could be paid to the Employee (based on the rate in effect without giving rise to any liability for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode (or any successor provision thereto) or any similar tax imposed by state or local law, and or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, collectively referred to as the Company “Excise Tax”), then the aggregate amount of Parachute Payments payable to Employee shall pay such reduced not exceed the amount which produces the greatest after-tax benefit to the Employee after taking into account any Excise Tax to be payable by Employee. The 280G Firm For the avoidance of doubt, this provision shall make reductions required under this 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 (taking into account the Excise Tax payable in respect of such Parachute Payments). Parachute Payments will be reduced by first reducing amounts considered to be nonqualified deferred compensation subject to Section 14 409A of the Code (“Section 409A”); provided that, in no event may the Parachute Payments be reduced in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the would subject Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax additional taxation under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.409A.

Section 280G. 14.1 The Employee a) Anything in this Agreement to the contrary notwithstanding, in the event it shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, determined that any payment or benefit received or to be received distribution by the Employee in connection with a Change in Control Company to the Executive or for the termination of employment Executive’s benefit (whether paid or payable under or distributed or distributable pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate otherwise) (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code, or any interest or penalty is incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the Company “Excise Tax”), then the Payments shall pay such be reduced amount (but not below zero) if and to the Employee. The 280G Firm shall make reductions required under this Section 14 extent that such reduction would result in the Executive retaining a manner that maximizes the net larger amount, on an after-tax amount basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax), than if the Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the Employeefarthest in time from the determination. b) All determinations required to be made under this Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (d4) As a result of the uncertainty largest accounting firms in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid United States or distributed to the Employee that should not have been paid or distributed any nationally recognized financial planning and benefits consulting company (collectively, the “OverpaymentsAccounting Firm”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, ) which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee shall provide detailed supporting calculations both to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 Executive within fifteen (15) business days of the Code receipt of notice from the Executive that there has been a Payment, or generate a refund such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the “change in control of tax imposed under Section the Company” (within the meaning of Sections 280G and 4999 of the Code) to which the Payments relate, Employer shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. If the 280G determinesAccounting Firm determines that no Excise Tax is payable by the Executive, based it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Company and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that i) If any payment or benefit received (including payments and benefits pursuant to this Agreement) that Executive would receive from the Company, or to be received otherwise, contingent on an event covered by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms Section 280G(b)(2)(A)(i) of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate Code (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate but for each year in which the foregoing shall be paid to the Employee (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 foregoingthis Section 3(m), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), and then the Company Executive shall pay such reduced be entitled to receive, whichever of the following that results in the greater amount payable to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net him on an after-tax amount payable to the Employee. basis: (d1) As a result payment in full of the uncertainty in entire amount of the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed Transaction Payment (collectively, the a “OverpaymentsFull Payment”), or (2) payment of only a part of the Transaction Payment so that additional amounts should be paid or distributed to the Employee Executive receives the largest payment possible without the imposition of the Excise Tax (collectively, the a “UnderpaymentsReduced Payment”). If the 280G Firm determinesFor purposes of determining whether to make a Full Payment or a Reduced Payment, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Employee, which assertion the 280G Firm believes has Excise Tax. If a high probability of success or controlling precedent or substantial authority, that an Overpayment has been Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Employee must repay Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph, to the Companyextent permitted by Section 409A. If more than one method of reduction will result in the same economic benefit, without interest; providedthe portions of the Payment shall be reduced pro rata, howeverto the extent permitted by Section 409A. (ii) The Company shall engage an independent registered public accounting firm to make all determinations required to be made under this Section 3(m), that no loan will be deemed and shall bear all reasonable expenses with respect thereto. The independent registered public accounting firm engaged to have been made and no amount will be payable by make the Employee determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the CodeExecutive. If the 280G determinesindependent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payments (whether or not by reason of payment to Executive of a Reduced Payment), based it shall furnish the Company and Executive with detailed supporting calculations of its determination that no Excise Tax will be imposed with respect to the Transaction Payments. All good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Company and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeExecutive. [Signature page follows. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.]

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to (a) If any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment payments or benefit benefits received or to be received by the Employee Executive (including, without limitation, any payment or benefits received in connection with a Change in Control or the termination of employment (the Executive’s employment, whether payable under pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with agreement, or otherwise) (all such payments collectively refer to herein as the Company or an Affiliate (collectively, the “"280G Payments”") that would constitute a “"parachute payment” payments" within the meaning of Section 280G of the CodeInternal Revenue Code of 1986, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control amended (the “280G Firm”). All fees "Code") and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code (the "Excise Tax"), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or generate a refund withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax imposed position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such 280G Payments and on any payments under this Section 7.(a) or otherwise) as if no Excise Tax had been imposed. (b) All calculations and determinations under this Section 7 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Counsel") whose determination shall be conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by this Section 7(b), the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the applicability of Section 280G and Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee The Company and the Company of that determination, and Executive shall furnish the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, Tax Counsel with such information and documents as the Tax Counsel may reasonably request in their possession as order to make its determinations under this Section 7(b). The Company shall bear all costs of the Tax Counsel reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incurred in connection with the preparation and issuance performance of the determinations and calculations contemplated by its duties under this Section 147(b).

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that If any payment or benefit received or to be received by the Employee Executive in connection with a Change "change in Control ownership or control" of the termination Company (within the meaning of employment (Section 280G of the Code), whether payable under pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate affiliate of the Company (collectivelythe "PAYMENTS"), the “Payments”) that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Employee to Executive shall exceed the net after-tax benefit that would be received by the Employee to Executive if no such reduction was made. For purposes of this Section 14: (a) The “12, "net after-tax benefit” " shall mean (i) the Payments total of all payments and the value of all benefits which the Employee Executive receives or is then entitled to receive from the Company or its Affiliates that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest maximum marginal income tax rate for each year in which the foregoing shall be paid to the Employee Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this above by Section 14 4999 of the code. The foregoing determination will be made by an a nationally recognized accounting firm or law firm (the "ACCOUNTING FIRM") selected by Executive and reasonably acceptable to the Company, provided, that is selected for this purpose by the Accounting Firm's determination shall be made based upon "substantial authority" within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 with its determinations and detailed supporting calculations with respect thereto at least 15 business days prior to both the Employee and the Company date on which Executive would be entitled to receive a Payment (or as soon as reasonably practicablepracticable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive's best interest to waive the receipt of any or all amounts which may constitute "excess parachute payments. (c) " If the 280G Accounting Firm determines that one or more reductions are such reduction is required under by this Section 1412, the 280G Firm shall also Executive, in his sole and absolute discretion, may determine which of the Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the EmployeeExecutive. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will shall each provide the 280G Accounting Firm access to and copies of any books, records, and documents in their the possession of Executive or the Company, as the case may be, reasonably requested by the 280G Accounting Firm, and otherwise cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 1412. The first $10,000 of fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 will be borne exclusively by the Company, and the balance of any such fees and expenses, if any shall be borne exclusively by Executive.

Section 280G. 14.1 The Employee shall bear all expense of(a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or other transaction (the “Transaction”) from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then the Company shall cause to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms determined, before any amounts of the Agreement Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or any other plansome portion of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), arrangement or agreement with (2) payment of only a part of the Transaction Payment so that Executive receives 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 or an Affiliate shall cause to be taken into account the value of any noncompetition provision set forth in the NDA, all applicable federal, state and local income and employment taxes and the Excise Tax (collectivelyall computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive 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 greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the “Payments”portions of the Transaction Payment shall be reduced pro rata. (b) Notwithstanding the foregoing, in the event that would constitute a “parachute payment” no stock of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code) at the time of the Change in Control of the Company, the Company shall cause a vote of shareholders to be reduced held with respect to the extent necessary so approval of the portion of the Transaction Payments that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: exceeds three times Executive’s “base amount” (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, less (ii) and Executive shall cooperate with such vote of shareholders, including the amount execution of any required documentation subjecting Executive’s entitlement to all federalExcess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be held to approve all Excess Parachute Payments, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as provisions set forth in the Code as in effect at the time of the first payment of the foregoing), less (iiiSection 5.7(a) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicableapply. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, Unless Executive and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions otherwise agree in writing, any determination required under this Section 14 section shall be made in a manner that maximizes writing by the net after-tax amount payable to Company’s independent public accountants (the Employee. (d) As a result “Accountants”), whose determination shall be conclusive and binding upon Executive and the Company for all purposes. For purposes of making the uncertainty in calculations required by this section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Section Sections 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If The Accountants shall provide detailed supporting calculations to the 280G determines, based upon controlling precedent Company and Executive as requested by the Company or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Executive. Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment shall furnish to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, Accountants such information and documents as the Accountants may reasonably request in their possession as order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incur in connection with the preparation and issuance of the determinations and any calculations contemplated by this Section 14section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Section 280G. 14.1 The Employee shall bear all expense (i) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, and Employee under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Code, the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax); provided, howeverthan if Employee received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Employee shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, that any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating amounts which are payable from any cash severance, then from any payment in respect of an equity award that is not covered by Treas. Reg. Section 1.280G- 1 Q/A-24(b) or benefit received (c), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be received paid the farthest in time from the Determination (as defined below). Any notice given by Employee pursuant to the Employee in connection with a Change in Control or preceding sentence shall take precedence over the termination provisions of employment (whether payable under the terms of the Agreement or any other plan, arrangement or agreement with governing Employee’s rights and entitlements to any benefits or compensation. (ii) A determination as to whether the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, Benefits shall be reduced to the extent necessary so that no portion thereof shall be subject Limited Benefit Amount pursuant to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) Agreement and the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing such Limited Benefit Amount shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an the Company’s independent public accountants or another certified public accounting firm or law executive compensation consulting firm that is selected for this purpose of national reputation designated by the Company prior and acceptable to the Change in Control Employee (the “280G Firm”)) at the Company’s expense. All fees and expenses of the 280G The Firm shall be borne by provide its determination (the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and “Determination”), together with detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee documentation to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 within ten business days of the Code date of termination of Employee’s employment, if applicable, or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession such other time as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14Company or Employee.

Section 280G. 14.1 The Employee shall bear all expense of, (a) If there is a change of ownership or effective control or change in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G of the Code) (a “280G CIC”) and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under or benefit (including payments and benefits pursuant to this Agreement) that the AgreementExecutive would receive from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this sentence, including, without limitation, any be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then the Company shall cause to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms determined, before any amounts of the Agreement or any other planTransaction Payment are paid to the Executive, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G which of the Codefollowing two alternative forms of payment would result in the Executive’s receipt, shall be reduced to on an after-tax basis, of the extent necessary so greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (A) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (B) payment of only a part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax but only if(a “Reduced Payment”, by reason and the Executive shall be entitled to payment of such reduction, the net whichever amount that shall result in a greater after-tax benefit received by amount for the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was madeExecutive. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives determining whether to make a Full Payment or is then entitled to receive from a Reduced Payment, the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of shall cause to be taken into account all applicable federal, state and local income and employment taxes payable by and the Employee with respect to the foregoing calculated Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income tax rate for each year taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, the reduction in which payments and/or benefits will occur in the foregoing shall be paid following order: (1) first, reduction of cash payments, in reverse order of scheduled payment date (or if necessary, to zero), (2) then, reduction of non-cash and non-equity benefits provided to the Employee Executive, on a pro rata basis (based on or if necessary, to zero) and (3) then, cancellation of the rate in effect for such year as set forth acceleration of vesting of equity award compensation in the Code as in effect at the time reverse order of the first payment date of grant of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) aboveExecutive’s equity awards. (b) All determinations Unless the Executive and the Company otherwise agree in writing, any determination required under this Section 14 will section shall be made by an accounting firm or law firm that is selected for this purpose in writing by the Company prior to the Change in Control Company’s independent public accountants (the “280G FirmAccountants”). All fees and expenses of the 280G Firm , whose determination shall be borne by conclusive and binding upon the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee Executive and the Company as soon as reasonably practicable. (c) If for all purposes. For purposes of making such determination, 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 determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to (a) If any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment payments or benefit benefits received or to be received by the Employee Executive (including, without limitation, any payment or benefits received in connection with a Change change in Control control or the Executive’s termination of employment (employment, whether payable under pursuant to the terms of the this Agreement or any other plan, arrangement or agreement with the Company agreement, or an Affiliate otherwise (collectively, the “Benefit Arrangements”)) (all such payments collectively referred to herein as the “280G Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the CodeInternal Revenue Code of 1986, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control amended (the “280G FirmCode”). All fees ) and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under would, but for this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 145.8, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by under Section 4999 of the CodeCode (the “Excise Tax”), and the Company shall pay then such reduced amount to the Employee. The 280G Firm Payments shall make reductions required under this Section 14 be reduced in a manner determined by the Company (by the minimum possible amounts) that maximizes is consistent with the net requirements of Section 409A of the Code until no amount payable to the Executive will be subject to the Excise Tax, unless the Executive would receive a greater after-tax amount payable by receiving all such 280G Payments without reduction pursuant to the Employeeforegoing provisions of this sentence. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) on a pro rata basis. If a change in control occurs while the Company does not have stock that is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code and the regulation thereunder), upon the Executive’s request, the Company will use its commercially reasonable efforts to seek and obtain stockholder approval with respect to any 280G Payments so that the Excise Tax would not apply thereto. (db) As a result All calculations and determinations under this Section 5.8 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 Executive for all purposes. For purposes of making the uncertainty in calculations and determinations required by this Section 5.8, the Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee The Company and the Company of that determination, and Executive shall furnish the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, Tax Counsel with such information and documents as the Tax Counsel may reasonably request in their possession as order to make its determinations under this Section 5.8. The Company shall bear all costs the Tax Counsel may reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incur in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14its services.

Section 280G. 14.1 The Employee shall bear all expense of(i) Anything in this Agreement to the contrary notwithstanding, and be solely responsible forin the event that the amount of any compensation, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received distribution by the Employee in connection with a Change in Control Company to or the termination of employment (for your benefit, whether paid or payable under or distributed or distributable pursuant to the terms of the this Agreement or any other planotherwise, arrangement or agreement calculated in a manner consistent with the Company or an Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the CodeInternal Revenue Code of 1986, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: as amended (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (iiG”) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G FirmAggregate Payments”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall would be subject to the excise tax imposed by Section 4999 of the CodeInternal Revenue Code of 1986, and as amended (“Section 4999”) then the Company Aggregate Payments shall pay such be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you becomes subject to the Employeeexcise tax imposed by Section 4999; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the Aggregate Payments were not subject to such reduction. The In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G Firm G; (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall make reductions required be reduced before any amounts that are subject to calculation under this Section 14 in a manner that maximizes the net after-tax amount payable to the EmployeeTreas. Reg. §1.280G-1, Q&A-24(b) or (c). (dii) As For purposes of this Section 17, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the uncertainty Aggregate Payments. For purposes of determining the After Tax Amount, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (iii) The determination as to whether a reduction in the application of Section 280G at the time that the 280G Firm makes its determinations under Aggregate Payments shall be made pursuant to this Section 14, it is possible that amounts will have been paid or distributed to 17 shall be made by a nationally recognized accounting firm selected by the Employee that should not have been paid or distributed Company (collectively, the “OverpaymentsAccounting Firm”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee shall provide detailed supporting calculations both to the Company unlessand you within 15 business days of termination date, and then only to the extent thatif applicable, the deemed loan and payment would either reduce the amount on which the Employee or at such earlier time as is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, Company or you. Any determination by the Accounting Firm shall be binding upon you and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14Company.”

Section 280G. 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to Notwithstanding any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 other provision of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of the this Agreement or any other plan, arrangement or agreement with to the contrary, if (1) Employee is a “Disqualified Individual” (as defined in Section 280G of the Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder (“Section 280G”)) and (2) any of the payments or benefits provided or to be provided by the Company or an Affiliate (collectivelyits affiliates to Employee or for the Employee’s benefit pursuant to the terms of this Agreement or otherwise, individually or together with any other payments which Employee has the “Payments”) that right to receive from the Company, would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was made. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G FirmParachute Payment(s)”). All fees ) and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under would, but for this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 1424, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code (or generate a refund of any successor provision thereto) or any similar tax imposed under by state or local law or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the total amounts received by Employee from the Company which constitute Parachute Payments shall be reduced in a manner determined by the Company that is consistent with the requirements of Section 4999 409A to an amount equal, in the aggregate, to one dollar ($1.00) less than three (3) times the Employee’s base amount within the meaning of Section 280G, so that no portion of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Parachute Payments received by Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment shall be subject to the EmployeeExcise Tax, if and only if such reduction produces a better net after-tax position (taking into account any applicable Excise Tax and any applicable income tax) than if the total payments owed to Employee were paid in full and subject to the tax. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee shall bear all expense ofIf it is determined that the amounts payable to your under this Agreement, when considered together with any other amounts payable to you as a result of a Change of Control (collectively, the “Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided, however, that any payment or benefit received or then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be received by either (x) the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms largest portion of the Agreement or any other plan, arrangement or agreement with the Company or an Affiliate (collectively, the “Payments”) Payment that would constitute a “parachute payment” within the meaning of Section 280G result in no portion of the Code, shall be reduced Payment being subject to the extent necessary so Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall of the Payment may be subject to the Excise Tax but only ifTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant. The accounting firm engaged by reason the Company for general audit purposes as of such reductionthe day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company, except as set forth below. If, notwithstanding any reduction described in this Section 7, the IRS determines that you are liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be paid to the Company so that your net after-tax benefit received by proceeds with respect to any payment of benefits (after taking into account the Employee payment of the Excise Tax and all other applicable taxes imposed on such payment) shall exceed be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax benefit that would be received by proceeds with respect to the Employee if no payment of such reduction was madebenefits being maximized. For purposes If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. Notwithstanding any either provision of this Section 14: 7, if (ai) The “there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would result in the maximization of your net after-tax benefit” shall mean proceeds (icalculated as if your benefits had not previously been reduced), and (iii) you pay the Payments which the Employee receives or is Excise Tax, then entitled to receive from the Company shall pay to you those benefits which were reduced pursuant to this section contemporaneously or its Affiliates as soon as administratively possible after you pays the Excise Tax so that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee your net after-tax proceeds with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (i) aboveis maximized. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 14.

Section 280G. 14.1 The Employee (a) Officer shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of employment (Officer, whether payable under the terms of the this Agreement or any other plan, arrangement or agreement with the Company or an Affiliate affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Employee Officer receives shall exceed the net after-tax benefit that Officer would be received by the Employee receive if no such reduction was made. For purposes of this Section 14:. (ab) The “net after-tax benefit” shall mean (i) the Payments which the Employee Officer receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee Officer with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee Officer (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (ib)(i) above. (bc) All determinations under this Section 14 7 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”) that is mutually agreed to by Officer and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change of Control. All fees and expenses of the 280G Firm shall be borne paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 7 and detailed supporting calculations to both the Employee Officer and the Company as soon as reasonably practicable. (cd) If the 280G Firm determines that one or more reductions are required under this Section 147, the 280G Firm shall also determine which such Payments shall be reduced in the order that would provide Officer with the largest amount of after-tax proceeds (first from cash payments with such order, to the extent permitted by Sections 280G and then from non-cash benefits409A of the Code, designated by Officer, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the CodeExcise Tax, and the Company shall pay such reduced amount to Officer. Officer shall at any time have the Employee. The 280G Firm shall make reductions required under this Section 14 unilateral right to forfeit any equity award in a manner that maximizes the net after-tax amount payable to the Employeewhole or in part. (de) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 147, it is possible that amounts will have been paid or distributed to the Employee Officer that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee Officer (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company Officer or the EmployeeCompany, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Employee Officer must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Employee Officer to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee Officer is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee Officer and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the EmployeeOfficer without interest. (ef) The parties Officer and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 147. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. 14.1 The Employee shall bear all expense In the event that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, and the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be solely responsible for, all federal, state, local or foreign taxes due with respect subject to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (the “Excise Tax”); provided) imposed under Section 4999 of the Internal Revenue Code of 1986, however, that any payment or benefit received or to be received by as amended (the Employee “Code”) in connection with a Change in Control or any transaction other than the termination of employment transactions contemplated by the Merger Agreement, and the Excise Tax applies with respect to the Executive’s compensation (whether payable if any) under the terms Equity Incentive Plan, the Executive shall be entitled to an additional payment by the Company equal to seven and one-half percent (7.5%, or 37.5% of 20%) of the Agreement difference obtained by subtracting the Executive’s “base amount” allocated to value or any other plan, arrangement or agreement with amounts realized by the Company or an Affiliate Executive under the Equity Incentive Plan that are considered parachute payments under Section 280G(b)(2) of the Code and the regulations thereunder (collectively, the “PaymentsApplicable Amounts”) that would constitute a “parachute payment” within the meaning (as such base amount is determined for purposes of Section 280G of the Code, shall be reduced to ) from the extent necessary so that no portion thereof shall be subject to the Excise Tax but only if, by reason of such reduction, the net after-tax benefit received by the Employee shall exceed the net after-tax benefit that would be received by the Employee if no such reduction was madeApplicable Amounts. For purposes of this Section 14: (a) The “net after-tax benefit” shall mean (i) the Payments which the Employee receives or is then entitled to receive from clarity, such payment by the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Employee shall not be increased with respect to any tax liability incurred by the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed Executive with respect to the payments and benefits described in (i) above. (b) All determinations under this Section 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”). All fees and expenses of the 280G Firm shall be borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 14 and detailed supporting calculations to both the Employee and the Company as soon as reasonably practicable. (c) If the 280G Firm determines that one or more reductions are required under Section 14, the 280G Firm shall also determine which Payments shall be reduced (first from cash payments and then from non-cash benefits) to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Employee. The 280G Firm shall make reductions required under this Section 14 in a manner that maximizes the net after-tax amount payable to the Employee. (d) As a result of the uncertainty in the application of Section 280G at the time that the 280G Firm makes its determinations under this Section 14, it is possible that amounts will have been paid or distributed to the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Employee, which assertion the 280G Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Employee must repay to the Company, without interestpayment; provided, however, that no loan will if such payment is triggered in connection with or following a termination of the Executive’s employment, the Company’s obligation to make such payment shall be deemed subject to have been the Executive’s satisfaction of the requirements set forth in Sections 5.3(f) and 5.4. Any such payment by the Company pursuant to this Section 5.6 shall be made promptly after the Determination described below is made and no amount will in all cases not later than the end of the Executive’s taxable year next following the year in which the Executive remits the related taxes. A determination as to whether any Excise Tax would be payable imposed on the Benefits for purposes of this Section 5.6, and the determination of any payment due to the Executive pursuant to this Section 5.6, shall be made by the Employee Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company’s expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Employee is subject to tax under Section 4999 Executive within ten (10) business days of the Code or generate a refund date of tax imposed under Section 4999 termination of the Code. If the 280G determinesExecutive’s employment, based upon controlling precedent if applicable, or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Employee. (e) The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession such other time as reasonably requested by the 280G Firm, and otherwise cooperate with Company or the 280G Firm in connection with Executive (provided the preparation and issuance Executive reasonably believes that any of the determinations and calculations contemplated by this Section 14Benefits may be subject to the Excise Tax).