Common use of Section 280G Clause in Contracts

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything (1) To provide Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides Employee with various benefits in the event of termination of Employee's employment with the Company. If Employee's employment is terminated following a "change in control" of the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"), a portion of those benefits could be characterized as "excess parachute payments" within the meaning of Section 280G of the Code. Agreement are treated as an excess parachute payment. The parties, therefore, have agreed as set forth herein. (2) Anything in this Agreement to the contrary in this Agreementnotwithstanding, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from distributions by the Company or any other person to or for the benefit of its affiliates, would constitute a “parachute payment” Employee (as defined in Section 280G(b)(2) whether paid or payable or distributed or distributable pursuant to the terms of the Code), then the payments and benefits provided for in this Agreement or otherwise (a "Payment") shall be either (a) reduced (but not as provided below zero) so that the present value of such total amounts and benefits received by Executive from if the Company or any of its Affiliates shall be one dollar determine that ($1.00A) less than three times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall Payment would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties would be incurred by Employee with respect to such excise tax (bsuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax") paid in full, whichever produces and (B) the better net amount of the Payment that Employee would retain on any after-tax position to Executive (taking into account any applicable excise tax under Section 4999 tax, present value basis would be increased as a result of the Code and any other applicable taxes)such reduction by at least $5,000 or more. The reduction of payments and benefits hereunder, if applicable, shall be made Employee may by reducing, first, payments or benefits written notice to be paid in cash hereunder in the Company designate the order in which such payment parachute payments will be reduced or benefit would be paid or provided (beginning with such payment or benefit modified so that would be made last in time the Excise Tax is eliminated 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 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 is not denied any federal income tax deductions for any "parachute payments" because 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]280G.

Section 280G. Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in this your Employment Agreement, if Executive is a in the event that any payments, distributions, benefits or entitlements of any type payable to you (“disqualified individualCIC Benefits”) (a) constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided (b) but for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, paragraph would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in fullthe “Excise Tax”), whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, then your CIC Benefits shall be made reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized certified public accounting firm as may be designated by reducingthe Company (the “Accounting Firm”), first, payments or benefits to be paid in cash hereunder in the order in which that without such payment or benefit reduction you would be paid or provided entitled to receive and retain, on a net after tax basis (beginning with such payment or benefit that would be made last in time and continuingincluding, to the extent necessarywithout limitation, 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 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 liabilities taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. [Unless the Company and you otherwise agree in writing, any determination required under this Section 11 shall be made in writing in good faith by the Accounting Firm. 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 under this Award Agreement and then by 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. For purposes of making the calculations required by this Section 11, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The remainder Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 11, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this page was left blank intentionally; Section 11. In connection with making determinations under this Section 11, the signature page followsAccounting Firm shall take into account the value of any reasonable compensation for services to be rendered by you before or after the Change of Control, including any non-competition provisions that may apply to you and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive is this Section 5.10 shall apply in the event of (i) a “disqualified individualchange in the ownership or effective control” (as defined in Section 280G(c) of the CodeCompany or (ii) a “change in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the Code (collectively, an “Excise Tax Event”). If, and the as a result of an Excise Tax Event, any payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company or any of and its Affiliates shall affiliates 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 of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax after‑tax position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made in the following order: (1) by reducing the amounts of any payments or benefits that would not constitute deferred compensation under Section 409A, to the extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and the Executive; (2) next, by reducing, first, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time); and (3) andfinally, then, by reducing any non-cash or in-kind benefit to be provided in-kind hereunder and that constitute deferred compensation under Section 409A in a similar orderorder to that described in clause (2). 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 by 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 analysisfaith. 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 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 28 5.10 shall require the Company to provide a gross-up payment to Executive be responsible for, or have any liability or obligation with respect to to, the Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything to the contrary in any other provision of this Agreement, if Executive is a in the event that it shall be determined that the aggregate payments or distributions by the Company to or for the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “disqualified individualPayments”), constitute “excess parachute payments” (as such term is defined in under Section 280G(c) 280G of the Code)Code or any successor provision, and the payments and benefits provided for in this Agreementregulations promulgated thereunder (collectively, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, “Section 280G”)) that would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”)), then the Payments shall be either (a) delivered in full, or (b) paid delivered to such lesser extent that would result in fullno portion of the Payments being subject to the Excise Tax, whichever produces of the better net foregoing amounts, taking into account the applicable federal, state or local income and employment taxes and the Excise Tax, results in the receipt by Employee, on an after-tax position to Executive (taking into account any applicable excise tax under Section 4999 basis, of the Code and any other applicable taxes)greatest amount of benefits, notwithstanding that all or some portion of such benefits may be subject to the Excise Tax. The In the event that the Payments are to be reduced pursuant to this Section 5, such Payments shall be reduced such that the reduction of payments and benefits hereundercompensation to be provided to Employee as a result of this Section 5 is minimized. In applying this principle, if applicable, the reduction shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in manner consistent with the amount requirements of the payments Section 409A and benefits provided hereunder is necessary (or whether Executive would be where two economically equivalent amounts are subject to reduction but payable at different times, such excise tax) amounts shall be made at the expense of the Company reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 13 shall be performed in good faith by a firm of independent accountants, a law firm, nationally recognized registered public accountants or other valuation specialist tax counsel 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsCompany.]

Section 280G. (i) Notwithstanding anything to the contrary any other provisions in this Agreement, in the event that any payment or benefit received or to be received by Executive (including, without limitation, any payment or benefit received in connection with a change of control of the Company or the termination of Executive’s employment, whether pursuant to the terms of this Agreement or any other plan, program, arrangement or agreement) (all such payments and benefits, together, the “Total Payments”) would be subject (in whole or part), to any excise tax imposed under Section 4999 of the Code, or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company will reduce the Total Payments to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments will be reduced only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which Executive is 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) In the case of a reduction in the Total Payments, the Total Payments will be reduced in the following order: (1) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (2) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; (3) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (4) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24), will next be reduced; and (5) all other non-cash benefits not otherwise described in clause (2) or (4) will be next reduced pro-rata. Any reductions made pursuant to each of clauses (1) through (4) above will be made in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to Section 409A of the Code, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Section 409A of the Code as deferred compensation. (iii) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax: (A) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “disqualified individualpayment” (as defined in within the meaning of Section 280G(c280G(b) of the Code)Code will be taken into account; (B) no portion of the Total Payments will be taken into account that, and in the payments and benefits provided for in this Agreementopinion of the Company, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would does not constitute a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) of the Code (including, without limitation, by reason of Section 280G(b)(4)(A) of the Code)) and, then in calculating the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value Excise Tax, no portion of such total amounts and benefits received by Executive from Total Payments will be taken into account that, in the Company or any opinion of its Affiliates shall be one dollar ($1.00the Company, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) less than three times Executive’s of the Code, in excess of the “base amount” (as defined set forth in Section 280G(b)(3) of the Code) that is allocable to such reasonable compensation; and so that no portion (C) the value of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code any non-cash benefit or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such deferred 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 similar order. The determination as to whether any such reduction included in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would Total Payments will be subject to such excise tax) shall be made at the expense of determined by the Company by a firm in accordance with the principles 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, Sections 280G(d)(3) 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 herein4) 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

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

Section 280G. Notwithstanding anything to the contrary in this Agreement, if the Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in under this Agreement, together with any other payments and benefits which the Executive has the right to receive from the Company or any of its affiliatesGroup, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company or any of its Affiliates shall 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 of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-in kind hereunder in a 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 by 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 analysisfaith. 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 Affiliates) used in determining if a “parachute payment” 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 28 12 shall require the Company Group to provide a gross-up payment to Executive be responsible for, or have any liability or obligation with respect to to, the Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything In the event that it is determined that any payment or distribution in the nature of compensation made or to be made of any type to or for the contrary in this Agreementbenefit of Executive made by the Company, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or by any of its affiliates, would constitute by any person who acquires ownership or effective control of the Company or ownership of a “parachute payment” substantial portion of the Company’s assets (as defined in Section 280G(b)(2) within the meaning of section 280G of the Code, and the regulations thereunder or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or under any other agreement with or plan of the Company otherwise (the “Total Payments”), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject Executive to the excise tax imposed by Section section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then either clauses (a) or (b) paid below shall apply or occur, as applicable: (a) If the aggregate present value of the Total Payments (as calculated pursuant to the Code Section 280G final regulations) is less than 325% of Executive’s Base Amount, then such Total Payments shall be reduced, as necessary, to the smaller amount that is equal to $1.00 less than 300% of Executive’s Base Amount so as to eliminate imposition of the Excise Tax. (b) If the aggregate present value of the Total Payments (as calculated pursuant to the Code Section 280G final regulations) is equal to or greater than 325% of Executive’s Base Amount, then, the Company shall pay Executive a cash amount equal to the sum of: (i) any excise taxes that may be imposed on Executive under Code Sections 280G and 4999 (the “Excise Tax Restoration”) and (ii) for any taxes (including excise taxes) that may be imposed on the Excise Tax Restoration payment, and for any interest or penalties related to such excise tax with all such computations performed applying the then highest marginal tax rates (excluding Federal social security taxes given Executive’s compensation will likely exceed the social security limit for such year and net of the maximum reduction in full, whichever produces federal taxes that may be obtained from the better net deduction of state and local taxes). Such payment shall be made to Executive contemporaneously with the withholding of the Excise Tax from Executive within thirty days of the determination that there are excise taxes owed and will be in an amount so that Executive will be in the same position on an after-tax position to Executive basis that he would have been if no excise taxes, interest and/or penalties had been imposed. (taking into account c) All mathematical determinations and all determinations of whether any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction Total Payments are “parachute payments” and/or are potentially subject to the Excise Tax (within the meaning of payments and benefits hereunder, if applicablesection 280G of the Code) that are required to be made under this Section 13, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in an independent nationally recognized independent registered public accounting firm not currently retained by 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 Company and continuing, reasonably acceptable by Executive immediately prior to the extent necessaryChange in Control (the “Accountants”), through to such payment or benefit that would be made first in time) andwho shall provide their determination, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in together with detailed supporting calculations regarding the amount of any relevant matters, both to the payments Company and benefits provided hereunder to Executive within seven (7) business days of the Change in Control or Termination Date, as applicable, or such earlier time as is necessary (or whether Executive would be subject to such excise tax) requested by the Company. Such determination 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 Accountants using reasonable 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 liabilities under Section 4999 interpretations of the Code. [Any determination by the Accountants shall be binding upon the Company and Executive, absent manifest error. The remainder Company shall pay the fees and costs of the Accountants that are incurred in connection with this page was left blank intentionally; the signature page followsSection 13.]

Section 280G. Notwithstanding anything any other provisions of this Agreement or any other agreement between the Company and the Employee, in the event that any payment or benefit received or to be received by the Employee in connection with a Change in Control or the termination of the Employee's employment (whether pursuant to the contrary in terms of this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with Agreement or any other payments and benefits which Executive has the right to receive from 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 or Person making such payment or providing such benefit as a result of its affiliatessection 280G of the Internal Revenue Code of 1986, as amended (the "Code"), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of section 280G of the Code in such other plan, arrangement or agreement), the 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 “"payment" within the meaning of 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” (as defined in Section " within the meaning of section 280G(b)(2) of the Code), then including by reason of section 280G(b)(4)(A) of the payments and Code, (c) the benefits provided for in payable under this Agreement shall be either reduced only to the extent necessary so that the Total Payments (other than those referred to in clauses (a) reduced or (but 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 below zerosubject to disallowance as deductions by reason of section 280G of the Code, in the opinion of Tax Counsel, and (d) so that the present value of such total amounts and benefits received by Executive from the Company any noncash benefit or any of its Affiliates deferred payment or benefit included in the Total Payments shall be one dollar determined in accordance with the principles of sections 280G(d)(3) and ($1.00) less than three times Executive’s “base amount” (as defined in Section 280G(b)(34) 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 so the Company in applying the terms of this Section 6(F), the Total Payments paid to or for the Employee's benefit are in an amount that would result in any portion of such Total Payments being subject to the Excise Tax, then, if such repayment would result in (a) no portion of such amounts and benefits received by Executive shall be the remaining Total Payments being subject to the excise tax imposed by Section 4999 Excise Tax and (b) a dollar-for-dollar reduction in the Employee's taxable income and wages for purposes of federal, state and local income and employment taxes, the Employee shall have an obligation to pay the Company upon demand an amount equal to the sum of (x) the excess of the Total Payments paid to or for the 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 (y) interest on the amount set forth in clause (x) of this sentence at the rate provided in section 1274(b)(2)(B) of the Code or (b) paid in full, whichever produces from the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 date of the Code Employee's receipt of such excess until the date of such payment. (iii) By execution and any other applicable taxes). The reduction delivery of payments and benefits hereunderthis Agreement, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount provisions of Section 10.4 of the payments Executive Deferred Compensation Agreement are hereby superseded and benefits provided hereunder such section 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, hereby declared null 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsvoid.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive is this Section 5.8 shall apply in the event of (i) a “disqualified individualchange in the ownership or effective control” (as defined in Section 280G(c) of the CodeCompany or (ii) a “change in the ownership of a substantial portion of the assets” of the Company, each within the meaning of Section 280G of the Code (collectively, an “Excise Tax Event”). If an Excise Tax Event is consummated, and the as a result any payments and benefits provided for in this Agreement, together with any other payments and benefits which the Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Executive from the Company or any of and its Affiliates shall affiliates 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 of such amounts and benefits received by the Executive shall be subject to the excise tax imposed by Section 4999 of the Code Code, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “Excise Tax”), or (b) paid in full, whichever produces the better net after-tax position to the Executive (taking into account any applicable excise tax under Section 4999 of the Code Excise Tax and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made in the following order: (1) by reducing the amounts of any payments or benefits that would not constitute deferred compensation under Section 409A, to the extent necessary to decrease the payments subject to the Excise Tax, as agreed by the Company and the Executive; (2) next, by reducing, first, payments or benefits to be paid in cash hereunder and that constitute deferred compensation under Section 409A in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time); and (3) andfinally, then, by reducing any non-cash or in-kind benefit to be provided in-kind hereunder and that constitute deferred compensation under Section 409A in a similar orderorder to that described in clause (2). 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 by 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 analysisfaith. 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 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 28 5.8 shall require the Company to provide a gross-up payment to Executive be responsible for, or have any liability or obligation with respect to to, the Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsExcise Tax liabilities.]

Section 280G. (A) Notwithstanding anything any other provision of this Agreement or any other plan, arrangement or agreement to the contrary in this Agreementcontrary, if Executive is a “disqualified individual” (as defined in Section 280G(ci) any of the Codepayments or benefits provided or to be provided by ChannelAdvisor to You or for Your benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute “parachute payments” within the meaning of Section 280G of the Code subject to the excise tax imposed under Section 4999 of the Code (or any successor provision) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), and (ii) the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the aggregate present value of such total amounts and benefits received the parachute payments reduced by Executive from the Company or any of its Affiliates shall Excise Tax would be one dollar ($1.00) less than three (3) times Executive’s Your “base amount” (as defined in Section 280G(b)(3) of the Code, then the Covered Payments shall be reduced (but not below zero) and so to the minimum extent necessary to ensure that no portion of such amounts and benefits received by Executive shall be the Covered Payments is subject to the excise tax imposed Excise Tax. (B) Any such reduction shall be made by in accordance with Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 409A of the Code and any other applicable taxes). The reduction the following: (i) the Covered Payments which do not constitute nonqualified deferred compensation subject to Section 409A of payments and benefits hereunder, if applicable, the Code shall be made by reducing, reduced first, ; (i) all other Covered Payments shall then be reduced as follows: (A) cash payments or benefits shall be reduced before non-cash payments; and (B) payments to be paid in cash hereunder made on a later payment date shall be reduced before payments to be made on an earlier payment date; and (ii) in the event that accelerated vesting of Awards is to be reduced, such acceleration will be cancelled in the reverse order in of the dates on which such payment or benefit would be paid or provided the Awards were granted. (beginning C) You shall provide ChannelAdvisor with such payment or benefit that would be made last information and documents as ChannelAdvisor may reasonably request in time and continuing, order 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 make a 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 under this Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows4.]

Section 280G. (a) Notwithstanding anything to the contrary in this Agreementherein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively “Payments”) would constitute an “excess parachute payment” to the Executive is a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, thus would constitute a “parachute payment” (as defined in not be deductible under Section 280G(b)(2) 280G of the Code), then the payments Code and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (b) paid “280G Tax”), and if and only if the Executive would be in full, whichever produces the a better net after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to Executive (taking into account the extent necessary to eliminate any applicable excise tax Payments or portion of the Payments from being non-deductible under Section 4999 280G(b)(1) of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, thereby not subject 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 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 liabilities under imposed by Section 4999 of the Code. [The remainder 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 Company determines that the Payments constitute “non-qualified deferred compensation” under Section 409A, any reduction in the Payments required to be made pursuant to this page was left blank intentionally; 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 signature page followsform of benefits or equity award acceleration, and in the 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 scheduled dates or times for the payment or provision of such Payments.] (b) 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 Company and to the Executive, and shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm in performing the determinations referred to in this Section shall be borne solely by the Company.

Section 280G. Notwithstanding anything to In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with event it shall be determined that any other payments and benefits which Executive has the right to receive from payment or distribution by the Company or any of its affiliates, would constitute a 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 “parachute payment” (as defined in Section 280G(b)(2) of the CodeTotal Payments”), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company is 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 of such amounts and benefits received by Executive shall will be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code or of 1986, as amended (b) the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid in fullto Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), whichever produces if the better net after-tax position benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (taking into account any applicable excise tax under Section 4999 of including the Code and any other applicable taxes)Excise Tax) benefit to Executive without such reduction. The reduction of payments and benefits the amounts payable hereunder, if applicable, shall be made by reducingreducing first the cash payments made pursuant to Section 5(a)(ii) of this Agreement, firstthen to the payment made pursuant to Section 5(a)(iii) of this Agreement, payments or 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 be paid in cash hereunder Section 5(a)(vi) of this Agreement, and then to any other payment that triggers such Excise Tax in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) reduction of any other payments due to Executive (with benefits or payments in which such any group having different payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time terms being reduced on a pro-rata basis). All mathematical determinations, 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 similar order. The determination all determinations as to whether any such reduction in the amount of the payments Total Payments are “parachute payments” (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 Safe Harbor Cap and benefits provided hereunder is necessary (or whether Executive would the assumptions to be subject to utilized in arriving at such excise tax) determinations, shall be made at the Company’s expense of the Company by a nationally recognized accounting 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 mutually acceptable 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 and Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything (a) If (i) the aggregate of all amounts and benefits due to Employee under this Agreement or under any Company plan, program, agreement or arrangement, would, if received by Employee in full and valued under Section 280G of the Code, constitute “parachute payments” as such term is defined in and under Section 280G of the 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 $1.00, then (iii) such cash 280G Benefits (in reverse order of maturity, to the contrary extent that the reduction of such cash 280G Benefits can achieve the intended result) shall be reduced or eliminated to the extent necessary so that the 280G Benefits received by Employee will not constitute parachute payments. The determinations with respect to this Section 19(a) shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless Employee reasonably objects to the use of that firm, in this Agreementwhich event the Auditor will be a nationally recognized firm chosen by the parties hereto. (b) It is possible that, if Executive after the determinations and selections made pursuant to Section 19(a), Employee will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under Section 19(a) (hereafter referred to as an “Excess Payment” or “Underpayment”, respectively). If it is established, pursuant to a “disqualified individual” final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, Employee shall promptly repay the Excess Payment to the Company, together with interest on the Excess Payment at the applicable federal rate (as defined in and under Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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)(31274(d) of the Code) and so that no portion from the date of Employee’s receipt of such amounts and benefits received Excess Payment until the date of such repayment. In the event that it is determined (x) by Executive a court or (y) by the Auditor upon request by any of the parties hereto, that an Underpayment has occurred, the Company shall be subject promptly pay an amount equal to the excise tax imposed by Section 4999 of the Code or (b) paid in fullUnderpayment to Employee, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which together with interest on 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 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 federal rate from the Company or any date such amount would have been paid to Employee had the provisions of its affiliates used in determining if a “parachute Section 19(a) not been applied until the date of 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything any other provision of this Agreement or any other plan, arrangement or agreement to the contrary in this Agreementcontrary, if Executive is a “disqualified individual” (as defined in Section 280G(c) any of the Code), and the payments and or benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right or to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits be provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 to Executive or for Executive’s benefit pursuant to the terms of this Agreement or otherwise (“base amountCovered Payments”) constitute “excess parachute payments” (as defined in within the meaning of Section 280G(b)(3) 280G of the CodeCode and would, but for this Section 20, be (x) and so that no portion nondeductible under Section 280G of such amounts and benefits received by Executive shall be the Code and/or (y) subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code (or any successor provisions applicable to such Sections) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, is subject to the Excise Tax; provided, however, that the foregoing reduction will be made only if and any other to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis after taking into account the applicable taxesfederal, state, local and foreign income, employment and excise taxes (including the Excise Tax). The reduction of payments and benefits hereunder, if applicable, Any reductions hereunder shall be made by reducing, first, payments or benefits to be paid in cash hereunder in accordance with Section 409A and the order in which such payment or benefit would be paid or provided following: (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 timeA) and, then, reducing any benefit to be provided in-kind hereunder in a 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 that do not constitute nonqualified deferred compensation subject to such excise tax) Section 409A 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, reduced first; 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 hereinB) 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 all other payments and benefits from the Company shall then be reduced as follows: (I) cash payments shall be reduced before non-cash payments; and (II) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. Any determination required under this Section 20, including, but not limited to, whether any payments or any of its affiliates used in determining if a benefits are or could be “parachute paymentpayments” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to within the Company upon notification that an overpayment has been made. Nothing in this meaning of Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 280G of the Code. [The remainder of this page was left blank intentionally; , shall be determined by the signature page followsBoard (or its designee).]

Section 280G. (a) Notwithstanding anything to the contrary in any other provision of this Agreement, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the 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 be subject (in whole or part), to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement, then such remaining Total Payments shall be reduced, to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (i) 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 is 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 “disqualified individualpayment” (as defined in within the meaning of Section 280G(c280G(b) of the Code)Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, and in the payments and benefits provided for in this Agreementwritten opinion of an independent, together with any other payments and benefits which Executive has nationally recognized accounting firm (the right to receive from “Independent Advisors”) selected by the Company or any of its affiliatesCompany, would does not constitute a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code)) and, then in calculating the payments and benefits provided for in this Agreement Excise Tax, no portion of such Total Payments shall be either (ataken into account which, in the opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) reduced (but not below zero) so that of the present value Code, in excess 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) allocable to such reasonable compensation; and so that no portion (iii) the value of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code any non-cash benefit or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such deferred 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 similar order. The determination as to whether any such reduction included in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax) Total Payments shall be made at the expense of the Company by a firm of independent accountants, a law firm, or other valuation specialist selected determined by the Board Independent Advisors in good faith prior to accordance with the consummation principles of the applicable change in control transaction, Sections 280G(d)(3) 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 herein4) 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, Employee expressly agrees that if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with Agreement or any other payments and benefits which Executive that Employee has the right to receive from the Company or any of its affiliatesEmployers and their Affiliates (collectively, the “Payments”), would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement Payments shall be either either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall Payments will be one dollar ($1.00) less than three times ExecutiveEmployee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits the Payments received by Executive Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes)Employee. The reduction of payments and benefits hereunderPayments, if applicableany, shall be made by reducing, first, payments or benefits reducing first any Payments that are exempt from Section 409A of the Code and then reducing any Payments subject to be paid in cash hereunder Section 409A of the Code in the reverse order in which such payment or benefit Payments would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order). The determination professional firm engaged by the Company for general tax purposes as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive 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 tax firm so engaged by the 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 excise tax) shall firm required to be made at by this Section 6(k). The Company and Employee shall furnish such tax firm such information and documents as the expense of 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 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) Employee as part of soon as practicable following its analysisengagement. If a reduced payment or benefit Payment is made or provided and and, through error or otherwise otherwise, that payment or benefitPayment, when aggregated with other payments and benefits from the Company Employers (or any of its affiliates their Affiliates) used in determining if a “parachute payment” exists, exceeds one dollar ($1.00) less than three times ExecutiveEmployee’s base amount, then Executive Employee 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsCompany.]

Section 280G. (a) Notwithstanding anything to the contrary in this Agreementherein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively "Payments") would constitute an "excess parachute payment" to the Executive is a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, thus would constitute a “parachute payment” (as defined in not be deductible under Section 280G(b)(2) 280G of the Code), then the payments Code and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (b) paid "280G Tax"), and if and only if the Executive would be in full, whichever produces the a better net after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to Executive (taking into account the extent necessary to eliminate any applicable excise tax Payments or portion of the Payments from being non-deductible under Section 4999 280G(b)(1) of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, thereby not subject 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 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 liabilities under imposed 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. (b) The remainder Company agrees that it will use commercially reasonable efforts to obtain the approval, in the manner and by such number of stockholders of the Company, as is required under the terms of Section 270G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G inapplicable to any and all benefits provided to the Executive pursuant to this page was left blank intentionally; Agreement as well as pursuant to any other compensation agreements between the signature page followsCompany and the Executive.] (c) Any determinations to be made under this Paragraph 6 shall be made by the Company's independent public accountants (the "Accounting Firm"), which firm shall provide its determinations and any supporting calculations both to the Company and to the Executive, and shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm in performing the determinations referred to in this paragraph shall be borne solely by the Company.

Section 280G. Notwithstanding anything If (a) Executive’s termination of employment giving rise Severance Benefits under this Section 7.2(b) results in a “Separation from Service” (within the meaning of Section 409A (defined in Section 17.2 below)) by the Executive, and (b) the Change in Control constitutes a change in ownership or effective control of Company or a change in the ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2)(i) of the Internal Revenue Code of 1986, as amended (the “Code”), the Severance Benefits shall be subject to mitigation as provided in Treasury Regulations Section 1.280G-1 Q&A 42(c)(5), or, in lieu of the Severance Benefits provided under this Section 7.2(b), Executive, in Executive’s complete and sole discretion, may elect to receive an alternative severance payment (the “Alternative Payment”), not subject to mitigation, payable at the same time the Severance Benefits would otherwise have been paid. Executive must give written notice to Company of such election: (i) within fifteen (15) days prior to the contrary in end of the Notice Period after resignation with Good Reason; or (ii) within fifteen (15) days prior to the end of the Notice Period after termination by Company without Cause (each, an “Alternative Payment Notice”). For purposes of this Agreement, if Executive is the “Alternative Payment” shall be a “disqualified individual” (as defined payment made by Company in Section 280G(c) of the Code), and the payments and benefits form provided for in this AgreementSection 7.2(b)(i) above to Executive in an amount equal to the product of 2.99 (or, together with any if Code Section 280G(b)(2)(A)(ii) is amended providing for a safe harbor multiple other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code)than 3, then the payments and benefits provided for in this Agreement shall be either (amultiple as amended, less 0.01) reduced (but not below zero) so that the present value of such total amounts and benefits received multiplied 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 Code Section 280G(b)(3) of the Code) and so )); provided, however, that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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) Alternative Payment shall be made at the expense of the Company reduced 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 acceleration (as determined under Code Section 280G and the regulations thereunder) of any equity, stock options, incentive compensation or deferred compensation accelerated by reason of termination to the extent required to be included in the 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” pursuant to Code Section 280G. The value (as determined under Code Section 280G and the regulations thereunder) of acceleration of vesting of equity, then Executive stock options, incentive compensation or deferred compensation shall immediately repay such excess be taken into account to the Company upon notification that an overpayment has been made. Nothing in this minimum extent necessary so as not to violate Treasury Regulations Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows1.280G-1 Q&A 42(c).]

Section 280G. Notwithstanding anything (1) To provide Employee with adequate protection in connection with his ongoing employment with the Company, this Agreement provides Employee with various benefits in the event of termination of Employee’s employment with the Company. If Employee’s employment is terminated following a “change in control” of the Company, within the meaning of Section 280G of the Code, a portion of those benefits could be characterized as “excess parachute payments” within the meaning of Section 280G of the Code. With respect to issues related to excess parachute payments, the parties have agreed as set forth herein. (2) Anything in this Agreement to the contrary in this Agreementnotwithstanding, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from distributions by the Company or any other person to or for the benefit of its affiliates, would constitute Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “parachute payment” (as defined in Section 280G(b)(2Payment”)) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive Payment shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position any interest or penalties would be incurred by Employee with respect to Executive (taking into account any applicable such excise tax under Section 4999 of (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Code and any other applicable taxes“Excise Tax”). The reduction of payments and benefits hereunder, if applicable, the Company shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit determine 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 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 Payments that Employee would retain on any after-tax, present value basis would be subject 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 such excise tax) 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 made at implemented by determining the expense “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 Company by 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 firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith 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 consummation numerator of which is the value of the applicable change in control transactionPayment as determined for purposes of Code Section 280G, and the applicable independent accountants, law firm, or other valuation specialist shall consider denominator of which is the financial present value of Executive’s restrictive covenants such Parachute Payment, determined at the date such payment is treated as made for purposes of Code Section 280G (including the non-competition restrictions set forth herein“Valuation Date”). 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; (2) the financial value of payments shall be determined generally under Q&A 12, 13 and 14 of Treasury Regulation 1.280G-1; and (3) other reasonable valuation assumptions as 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 determined by the Company or any shall be used. Notwithstanding the foregoing, Payments that consist of its affiliates used health and welfare benefits shall be reduced after all other Payments, with health and welfare Payments being made furthest 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsfuture being reduced first.]

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if (i) to the extent that any payment or distribution of any type to or for the Executive is by the Company, any Affiliate of the Company, any Person who acquires ownership or effective control of the Company or ownership of a “disqualified individual” substantial portion of the Company’s assets (as defined in within the meaning of Section 280G(c) 280G of the Code) and all regulations, guidance, and other 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, state and local taxes applicable thereto, including the payments and benefits provided for in this Agreementexcise tax imposed under Section 4999 of the Code (the “Excise Tax”), together with any other payments and benefits which be less than the amount the Executive has would receive, after all taxes, if the right Executive received aggregate Payments equal (as valued under Section 280G) to receive from only three times the Company or any of its affiliates, would constitute a Executive’s “parachute paymentbase amount” (as defined in within the meaning of Section 280G(b)(2) of the Code280G), less $1.00, then the payments and benefits provided for in this Agreement (iii) such Payments shall be either (a) reduced (but not below zero) so that if and to the 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 extent necessary so that no portion of such amounts and benefits received by Payments to be made or benefit to be provided to the Executive shall be subject to the excise tax imposed by Excise Tax. All determinations required to be made under this Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, 6.2 shall be made by reducinga nationally recognized accounting firm that is (i) not serving as accountant or auditor for the individual, firstentity or 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 “Accounting Firm”), which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the amount of each Payment) and such other information as the Executive shall reasonably request or need to make the determination required of the Executive under this Section 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 binding upon the Company and the Executive. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments which are not payable in cash (other than that portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the 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 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 farthest in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. (i) Notwithstanding anything to the contrary in any other provision of this Agreement, if Executive is except as set forth in Section 9(b)(ii), in the event that the Company undergoes a “disqualified individualChange in Ownership or Control” (as defined below), the Company shall not be obligated to provide to Executive a portion of any “Contingent Compensation Payments” (as defined below) that Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Section 280G(c280G(b)(1) of the Code) for Executive. For purposes of this Section 9(b), the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the payments and benefits provided for aggregate amount (determined in this Agreementaccordance with Treasury Regulation Section 1.280G-1, together with any other payments and benefits which Executive has the right to receive from the Company Q/A-30 or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2successor provision) of the CodeContingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (ii) Notwithstanding the provisions of Section 9(b)(i), then the payments and benefits provided for no such reduction in this Agreement Contingent Compensation Payments shall be either made if (ai) reduced the Eliminated Amount (but not below zerocomputed without regard to this sentence) so that exceeds (ii) 100% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of such total amounts and benefits received the amount of any additional taxes that would be incurred by Executive from if the Company or any Eliminated Payments (determined without regard to this sentence) were paid to Executive (including, state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of its Affiliates shall be one dollar ($1.00) less than three times the Code payable with respect to all of the Contingent Compensation Payments in excess of Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full), whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable withholding taxes). The reduction override of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in Contingent Compensation Payments pursuant to this Section 9(b)(ii) shall be referred to as a “Section 9(b)(ii) Override.” For purposes of this paragraph, if any federal or state income taxes would be attributable to the receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying 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 Eliminated Payment by the Board in good faith prior to the consummation maximum combined federal and state income tax rate provided by law. (iii) For purposes 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 9(b) the following terms shall require have the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]following respective meanings:

Section 280G. (a) Notwithstanding anything to the contrary herein, Section 10(b) shall apply in this Agreement, if Executive is a “disqualified individual” (as defined in the event that the Company satisfies the requirement of Section 280G(c280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company does not satisfy such requirement, Section 10(c), not Section 10(b), shall apply. (b) Prior to any change described in Section 280G(b)(2)(A)(i) of the Code (a “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 non-cash benefits and the payments and benefits provided for in accelerated vesting of stock options) under this Agreement, together with Agreement or under any other payments and benefits which Executive has plan, agreement or arrangement with the right to receive from Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (collectively, the “Potential Parachute Payments”). In the event that the shareholders of the Company do not approve the Employee’s Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of his Potential Parachute Payments that would otherwise cause any portion of any of its affiliates, would constitute a his Potential Parachute Payments to be treated as an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(2280G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, but for this Section 10(c), any of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall Payments will be subject to the any excise tax imposed by pursuant to Section 4999 of the Code or any similar or successor provision (bthe “Excise Tax”), the Company shall pay to the Employee either (i) paid in fullthe 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 produces of the better net foregoing amounts results in the receipt by the Employee, on an after-tax position basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to Executive the Excise Tax. For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (taking i) there shall be taken into account any Excise Tax and all applicable excise tax 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 4999 68 of the Code and any other limitations applicable taxesto the deduction of state and local income taxes under the Code). The reduction . (d) All calculations and determinations under this Section 10, including application and interpretation of payments the Code and benefits hereunderrelated regulatory, if applicableadministrative and judicial authorities, shall be made by reducing, first, payments an independent accounting firm or benefits to be paid in cash hereunder in independent tax counsel appointed by the order in which such payment or benefit would be paid or provided Company (beginning with such payment or benefit that would be the “Tax Advisor”). All determinations made last in time and continuing, to by 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 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) Tax Advisor under this Section 10 shall be made at the expense of conclusive and binding on both the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by and the Board in good faith prior to the consummation of the applicable change in control transactionEmployee, and the applicable independent accountants, law firm, or other valuation specialist Company shall consider cause the value of Executive’s restrictive covenants (including Tax Advisor to provide its determinations and any supporting calculations with respect to 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 Employee to the Company upon notification that an overpayment has been madeand the Employee. Nothing 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 28 shall require 10, after taking into account the information provided by the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 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. [The remainder Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 10. In the event that Section 10(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of this page was left blank intentionally; any Payments that are subject to Section 409A of the signature page follows.]Code on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Payments that are exempt from Code Section 409A.

Section 280G. Notwithstanding anything any other provision of this letter agreement: (a) In the event it is determined by an independent nationally recognized public accounting firm that is reasonably acceptable to you, which is engaged and paid for by the Company prior to the contrary consummation of any transaction constituting a 280G Change of Control (which for purposes of this Section 6 shall mean a change in this Agreement, if Executive is a “disqualified individual” (ownership or control as defined determined in accordance with the regulations promulgated under Section 280G(c) 280G of the Internal Revenue Code of 1986, as amended (the “Code”), which accounting firm shall in no event be the accounting firm for the entity seeking to effectuate the 280G Change of Control (the “Accountant”), which determination shall be certified by the Accountant and set forth in a certificate delivered to you not less than ten Business Days prior to the payments and 280G Change of Control setting forth in reasonable detail the basis of the Accountant’s calculations (including any assumptions that the Accountant made in performing the calculations), that part or all of the consideration, compensation or benefits provided for in to be paid to you under this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would letter agreement constitute a “parachute paymentpayments” (as defined in under Section 280G(b)(2) of the Code), then then, if the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the aggregate present value of such total parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to you under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “Parachute Amount”) exceeds the maximum amount that would not give rise to any liability under Section 4999 of the Code, the amounts constituting “parachute payments” which would otherwise be payable to you or for your benefit shall be reduced to the maximum amount that would not give rise to any liability under Section 4999 of the Code (the “Reduced Amount”); provided that such amounts shall not be so reduced if the Accountant determines that without such reduction you would be entitled to receive and retain, on a net after- tax basis (including, without limitation, any excise taxes payable under Section 4999 of the Code), an amount which is greater than the amount, on a net after-tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. In connection with making determinations under this Section 6, the Accountant shall take into account any positions to mitigate any excise taxes payable under Section 4999 of the Code, such as the value of any reasonable compensation for services to be rendered by you before or after the 280G Change of Control. (b) If the determination made pursuant to Section 6(a) results in a reduction of the payments that would otherwise be paid to you except for the application of this Section 6, the Company shall promptly give you notice of such determination. Such reduction in payments shall be first applied to reduce any cash payments that you would otherwise be entitled to receive (whether pursuant to this letter agreement or otherwise) and shall thereafter be applied to reduce other payments and benefits, in each case, in reverse order beginning with the payments or benefits received by Executive that are to be paid the furthest in time from the Company or any date of its Affiliates shall be one dollar ($1.00) less than three times Executive’s “base amount” such determination, unless, to the extent permitted by Section 409A (as defined in Section 280G(b)(313(h)), you elect to have the reduction in payments applied in a different order; provided that, in no event may such payments be reduced in a manner that would result in subjecting you to additional taxation under Section 409A. Within ten Business Days following such determination, the Company shall pay or distribute to you or for your benefit such amounts as are then due to you under this letter agreement and shall promptly pay or distribute to you or for your benefit in the future such amounts as become due to you under this letter agreement. (c) As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of a determination hereunder, it is possible that amounts will have been paid or distributed by the Company to or for your benefit pursuant to this letter agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for your benefit pursuant to this letter agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accountant, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or you which the Accountant believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for your benefit shall promptly be repaid by you to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code) and so ; provided, however, that no portion such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which you are subject to tax under Sections 1 and 4999 of the Code or generate a refund of such amounts and benefits received by Executive taxes. In the event that the Accountant, based on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be subject promptly paid by the Company to or for your benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code. (d) In the event of any dispute with the Internal Revenue Service (or other taxing authority) with respect to the application of this Section 6, you shall control the issues involved in such dispute and make all final determinations with regard to such issues. The Company will bear all fees and expenses of any audit, suit or proceeding by the IRS or any other taxing authority against the Company or against you, or of any claim for refund, appellate procedure, or suit brought by the Company or you against the IRS or any other taxing authority, in each case relating to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary in this Agreementcontrary, if Executive is a “disqualified individual” (as defined in Section 280G(c) any of the Code), and the payments and or benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right or to receive from be provided by the Company or any its affiliates to Employee or for Employee’s benefit pursuant to the terms of its affiliates, would this Agreement or otherwise (“Covered Payments”) constitute a “parachute payment” (as defined in payments within the meaning of Section 280G(b)(2) 280G of the Code)Code (such payments, then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 CodeParachute Payments”) and so that no portion of such amounts and benefits received by Executive shall would, but for this Section 8.12, be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), or not be deductible under Section 280G of the Code, then such Covered Payments shall be reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, but only if (i) the net amount of such Covered Payments, as so reduced (and any other applicable taxesafter subtracting the net amount of federal, state and local income and employment taxes on such reduced Covered Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Covered Payments), is greater than or equal to (ii) the net amount of such Covered Payments without such reduction (but after subtracting the net amount of federal, state and local income and employment taxes on such Covered Payments and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced Covered Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Covered Payments). The Covered Payments shall be reduced in a manner that maximizes Employee’s economic position. In applying this principle, the reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in a manner consistent with 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 continuingrequirements of Section 409A, to the extent necessaryapplicable, through to such payment and where two or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 more economically equivalent amounts are subject to reduction but payable at different times, such excise tax) amounts payable at the later time 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsfirst but not below zero.]

Section 280G. Notwithstanding anything Prior to the contrary Closing, Seller shall have obtained valid Parachute Payment Waivers and solicited the required stockholder votes (including at such time or times as requested by ▇▇▇▇▇ (provided ▇▇▇▇▇ believes in this Agreementgood faith that the Closing will occur within fifteen days of such request) and in such final forms of Parachute Payment Waiver, if Executive is a disclosure and approval in respect of such stockholder vote provided at least three (3) Business Days in advance of execution of such Parachute Payment Waivers and each as reasonably acceptable to Buyer) in respect of the 280G Proposal, in each case, in accordance with Section 280G of the Code and applicable rulings and regulations thereunder and Section ‎‎‎4.13. As of the Closing, there shall be no payments or benefits payable to any “disqualified individual” of Seller (as defined determined in accordance with Section 280G(c) 280G of the Code), Code and the regulations and authorities promulgated thereunder) that Seller, subject to Buyer’s reasonable approval, determines may constitute, individually or in the aggregate, “parachute payments” under Section 280G of the Code (including because such payments and or benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive either (a) are exempt from the Company or any definition of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) pursuant to valid stockholder solicitation and approval of the Code), then the payments 280G Proposal carried out in accordance in all applicable respects with Section ‎‎4.13 and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 280G of the Code and applicable rulings and regulations thereunder or (b) paid are no longer payable pursuant to (i) valid and irrevocable Parachute Payment Waivers of such payments by such disqualified individuals (which waivers remain in full, whichever produces effect as of immediately prior to the better net after-tax position to Executive (taking into account any Closing) made in accordance in all applicable excise tax under respects with Section 4999 ‎‎4.13 and Section 280G of the Code and any other applicable taxes). The reduction of payments rulings and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits regulations thereunder and (ii) a failure 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 obtain a similar order. The determination as to whether any such reduction in the amount valid stockholder approval 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows280G Proposal).]

Section 280G. Notwithstanding anything In the event that any payments, distributions, benefits or entitlements of any type payable to Employee (“CIC Benefits”) (i) constitute “parachute payments” within the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided (ii) but for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, paragraph would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in fullthe “Excise Tax”), whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, then Employee’s CIC Benefits shall be made by reducing, first, payments or benefits reduced to be paid in cash hereunder in such lesser amount (the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit “Reduced Amount”) that would be made last result in time and continuing, no portion of such benefits being subject to the extent necessary, through to Excise Tax; provided that such payment or benefit that would amounts shall not be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 so reduced if the Company by determines, based on the advice of a nationally recognized accounting firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior Company (the “Accountants”), that without such reduction Employee would be entitled to the consummation of the applicable change in control transactionreceive and retain, and the applicable independent accountantson a net after tax basis (including, law firmwithout limitation, 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 liabilities 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 amounts that are payable with respect to equity-based or equity-related awards (whether payable in cash or in kind) shall be deemed to be a non-cash portion of the CIC Benefits. For purposes of making the calculations required by this Section 5(g), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The remainder Company and Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably require in order to make a determination under this Section 5(g), and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this page was left blank intentionally; the signature page followsSection 5(g).]

Section 280G. Notwithstanding anything (a) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, if Executive is calculated in a manner consistent with Section 280G (the “disqualified individual” (as defined in Section 280G(c) of the CodeAggregate Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or Code, then the Aggregate Payments shall be reduced (bbut not below zero) paid in full, whichever produces so that the better net after-tax position sum of all of the Aggregate Payments shall be $1.00 less than the amount at which Executive becomes subject to Executive (taking into account any applicable the 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 imposed by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code; provided that such reduction shall only occur if it would result in Executive receiving a higher After-Tax Amount (as defined below) than Executive would receive if the Aggregate Payments were not subject to such reduction. [The remainder 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: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) For purposes of this page was left blank intentionally; Section 3.3, the signature page follows“After-Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Aggregate Payments. For purposes of determining the After-Tax Amount, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in the state and locality applicable to Executive on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive Employee is a “disqualified individual” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”)), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive Employee has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive Employee from the Company or any of and its Affiliates shall affiliates will be one dollar ($1.00) less than three times ExecutiveEmployee’s “base amount” (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive Employee (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 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 Company by a firm of independent accountants, a law firm, or other valuation specialist Code selected by the Board in good faith Company prior to the consummation of the applicable change in control transaction, (the “Accounting Firm”). All reasonable fees and expenses of the applicable independent accountants, law firm, or other valuation specialist Accounting Firm shall consider be borne solely by 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 madeCompany. Nothing in this Section 28 Paragraph 20 shall require the Company to provide a gross-up payment to Executive be responsible for, or have any liability or obligation with respect to Executiveto, Employee’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows, if any.]

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary in 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, or any affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement, if Executive is a Agreement or otherwise (the “disqualified individualPayments”) constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the payments and benefits provided for in this Agreementexcise tax imposed under Section 4999 of the Code (the “Excise Tax”), together with any other payments and benefits which be less than the amount the Executive has would receive, after all taxes, if the right Executive received aggregate Payments equal (as valued under Section 280G of the Code) to receive from only three times the Company or any of its affiliates, would constitute a Executive’s “parachute paymentbase amount” (as defined in within the meaning of Section 280G(b)(2) 280G of the Code), less $1.00, then the payments and benefits provided for in this Agreement (iii) such Payments shall be either (a) reduced (but not below zero) so that if and to the 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 extent necessary so that no portion of such amounts and benefits received by Payments to be made or benefit to be provided to the Executive shall be subject to the excise tax imposed Excise Tax. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by Section 4999 first reducing or eliminating the portion of the Code Payments which are not payable in cash (other than that portion of the Payments subject to clause (C) hereof), (B) then by reducing or eliminating cash payments (other than that portion of the Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of the Payments (whether payable in cash or not payable in cash) to which Treasury Regulation Section 1.280G-1 Q/A 24(c) (or successor thereto) applies, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time. (b) paid It is possible that after the determinations and selections made pursuant to this Section 8.2 the Executive will receive 280G Benefits that are, in fullthe aggregate, whichever produces either more or less than the better net after-tax position amount provided under this Section 8.2 (hereafter referred to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxesas an “Excess Payment” or “Underpayment,” respectively). The reduction If it is established, pursuant to a final determination of payments a court or an Internal Revenue Service proceeding that has been finally and benefits hereunderconclusively resolved, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 Excess Payment has been made. Nothing , then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in this Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities and under Section 4999 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. [The remainder In the event that it is determined (i) by a court or (ii) by the auditor upon request by a Party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this page was left blank intentionally; Section 8.2 not been applied until the signature page followsdate of such payment.]

Section 280G. Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in this your Employment Agreement, if Executive is a in the event that any payments, distributions, benefits or entitlements of any type payable to you (“disqualified individualCIC Benefits”) (a) constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided (b) but for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, paragraph would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in fullthe “Excise Tax”), whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, then your CIC Benefits shall be made reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized certified public accounting firm as may be designated by reducingthe Company (the “Accounting Firm”), first, payments or benefits to be paid in cash hereunder in the order in which that without such payment or benefit reduction you would be paid or provided entitled to receive and retain, on a net after tax basis (beginning with such payment or benefit that would be made last in time and continuingincluding, to the extent necessarywithout limitation, 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 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 liabilities taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. [Unless the Company and you otherwise agree in writing, any determination required under this Section 12 shall be made in writing in good faith by the Accounting Firm. 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 under this Award Agreement and then by 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. For purposes of making the calculations required by this Section 12, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The remainder Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 12, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this page was left blank intentionally; Section 12. In connection with making determinations under this Section 12, the signature page followsAccounting Firm shall take into account the value of any reasonable compensation for services to be rendered by you before or after the Change of Control, including any non-competition provisions that may apply to you and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.]

Section 280G. Notwithstanding anything to the contrary in any other provisions of this Agreement, if in the event that any payment or benefit received or to be received by the Executive is in connection with a Change in Control or Executive’s Employment Termination (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (all such payments and benefits being hereinafter called “disqualified individualTotal Payments”) would be an “excess parachute payment” (as defined in pursuant to Code Section 280G(c) 280G or any successor or substitute provision of the Code), and with the payments and benefits provided effect that Executive would be liable for the payment of the excise tax described in this AgreementCode Section 4999 or any successor or substitute provision of the Code, or any interest or penalties are incurred by Executive with respect to such Total Payments (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, arrangement or agreement, the cash payments provided in Section 7 of this Agreement shall first be reduced, and the non-cash payments and benefits which Executive has shall thereafter be reduced, to the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 extent necessary so that no portion of such amounts and benefits received by Executive shall be the Total Payments is subject to the excise tax imposed by Section 4999 Excise Tax. Notwithstanding the foregoing, no payments or benefits under this Agreement will be reduced unless: (i) the net amount of the Code or Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than (ii) the excess of (A) the net amount of such Total Payments, without reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments), over (B) the amount of Excise Tax to which the Executive would be subject in respect of such unreduced Total Payments. (a) Subject to the provisions of paragraph (b) paid below, all determinations required to be made under this Section, and the assumptions to be utilized in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicablearriving at such determinations, shall be made by reducingthe public accounting firm that serves as the Company’s auditors (the “Accounting Firm”), first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, shall provide detailed supporting calculations both 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 similar order. The determination as to whether any such reduction in the amount Company and Executive within 15 business days 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 receipt 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 notice from the Company or any Executive that there have been Total Payments, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall designate another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of its affiliates used in determining if the Accounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a “parachute payment” exists, exceeds one dollar ($1.00) less than three times written opinion that failure to report the Excise Tax on Executive’s base amountapplicable 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 the Company and Executive, then except as provided in paragraph (b) below. (b) As a result of the uncertainty in the application of Code Section 280G at the time of the initial determination by the Accounting Firm hereunder, it is possible that the Internal Revenue Service (“IRS”) or other agency will claim that an Excise Tax, or a greater Excise Tax, is due, and thus the Company should have made a lesser amount of Total Payment than that determined pursuant to paragraph (a) above. Executive shall immediately repay such excess notify the Company in writing of any claim by the IRS or other agency that, if successful, would require Executive to pay an Excise Tax or an additional Excise Tax. If the IRS or other agency makes a claim that, if successful, could require Executive to pay an Excise Tax or an additional Excise Tax, the Company shall reduce or further reduce Executive’s payments and benefits in accordance with this Section 11 to the amount necessary to eliminate such Excise Tax or additional Excise Tax. 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 liabilities under Section 4999 pay all fees and expenses of the Code. [The remainder of this page was left blank intentionally; Executive relating to such a claim by the signature page followsIRS or other agency.]

Section 280G. Notwithstanding anything Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution provided to the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, if Executive is calculated in a “disqualified individual” (as defined in manner consistent with Section 280G(c) 280G of the CodeCode and the applicable regulations thereunder (collectively, the “Aggregate Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or nondeductible by the payor due to Section 280G of the Code (as applicable, the “Adverse 280G Consequences”), then the Aggregate Payments shall be reduced (but not below zero ($0)) to an amount that is $1.00 less than the amount at which the Adverse 280G Consequences apply; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. In the event a reduction is warranted, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (a) cash payments not subject to Section 409A; (b) paid cash payments subject to Section 409A; (c) equity-based payments and acceleration; and (d) non-cash forms of benefits; provided, that, in fullthe case of all the foregoing Aggregate Payments, whichever produces all amounts or payments that are not subject to calculation under Treasury Regulation Section 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation Section 1.280G-1, Q&A-24(b) or (c). For purposes of this Agreement, the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 “After Tax Amount” means the amount of the Code Aggregate Payments less all federal, state and any other applicable taxes)local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. The reduction For purposes of payments and benefits hereunderdetermining the After Tax Amount, if applicable, the Executive shall be made by reducing, first, payments or benefits 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 paid made, and state and local income taxes at the highest marginal rates of individual taxation in cash hereunder each applicable state and locality, net of the maximum reduction in the order in federal income taxes which could be obtained from deduction of such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time state 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 similar orderlocal taxes. The determination as to whether any such a reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax) Aggregate Payments shall be made at pursuant to the expense of the Company Agreement shall be made by a nationally recognized accounting firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the consummation Company and the Executive within fifteen (15) business days of the applicable change in control transactiontermination date, and the applicable independent accountants, law firmif applicable, or other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) at such earlier time 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 reasonably requested by the Company or any of 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 Executive . Any determination by the Accounting Firm shall immediately repay such excess to be binding upon the Company upon notification that an overpayment has been made. Nothing in this Section 28 shall require and the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything Anything in this Agreement to the contrary notwithstanding, in this Agreementthe event that any compensation, if Executive is a “disqualified individual” (as defined in Section 280G(c) payment or distribution by Holdings or the Company to or for the benefit of the CodeEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Parachute Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or Code, then (a) such Parachute Payments shall be reduced (but not below zero) to the extent necessary so that the maximum Parachute Payments shall not exceed the Threshold Amount (the “Reduction Amount”), and (b) paid the Company shall use commercially reasonable efforts to satisfy the shareholder approval requirements set forth in fullQ/A 7 of Treasury Regulations Section 1.280G-1 with respect to such Reduction Amount, whichever produces and if such requirements are satisfied then such Reduction Amount shall become payable hereunder as if subsection (a) above had not applied thereto. For purposes of this Section, “Threshold Amount” shall mean three times the better net after-tax position to Executive (taking into account any applicable excise tax under Employee’s “base amount” within the meaning of Section 4999 280G(b)(3) of the Code and the regulations thereunder, less one dollar. In the event of any other applicable taxes). The reduction of payments and benefits hereundersuch reduction, if applicable, the Parachute Payments shall be made by reducing, first, payments or benefits to be paid in cash hereunder reduced in the order in which such payment or benefit would be paid or provided following order: (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 time1) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the cash payments and benefits provided hereunder is necessary (or whether Executive would be not 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 liabilities under Section 4999 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits. [The remainder of this page was left blank intentionally; To the signature page followsextent any payment is to be made over time (e.g., in installments, etc.]), then the payments shall be reduced in reverse chronological order.

Section 280G. Notwithstanding anything in this Agreement to the contrary in this Agreementcontrary, if Executive is a “"disqualified individual” " (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliatesother person, would constitute a “"parachute payment” " (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall and/or such person(s) will be one dollar ($1.00) 1.00 less than three (3) times Executive’s “'s "base amount” " (as defined in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better "net after-tax position position" to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 applying principles, assumptions and procedures consistent with Section 280G of the Company Code by a an accounting firm or law firm of independent accountants, 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 law firm, or other valuation specialist selected by the Board in good faith prior to the consummation parachute payment under Section 280G of the applicable change in control transactionCode, and the applicable 280G Firm or Company may retain the services of an 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 analysisexpert. 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 affiliates) used in determining if a “"parachute payment” " exists, exceeds one dollar ($1.00) 1.00 less than three (3) times Executive’s '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 paragraph shall require the Company to provide a gross-up payment to Executive be responsible for, or have any liability or obligation with respect to to, Executive’s 's excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything in this Agreement to the contrary contrary, in the event that any payment or benefit received or to be received by the Executive (including any payment or benefit received in connection with a Change of Control or the termination of Executive’s employment, whether pursuant to the terms of this AgreementAgreement or any other plan, if Executive is 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 as a “disqualified individual” (as defined in result of Section 280G(c) 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in any 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 first be reduced (if necessary, to zero), and the payments and benefits provided for in this Agreementall other Total Payments shall thereafter be reduced (if necessary, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Codezero), then 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 payments and benefits provided for in this Agreement shall be either (a) amount of such Total Payments, as so reduced (but not below zeroand after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) so that is greater than or equal to the present value amount of such total amounts Total Payments without such reduction (but after subtracting the net amount of federal, state and benefits received by Executive from local income taxes on such Total Payments and the Company or any amount 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxeson such unreduced Total Payments). The reduction of payments It is possible that, after the determinations and benefits hereunderselections made pursuant to this Section 23, if applicablethe Executive will receive Total Payments that are, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment aggregate, either more 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 similar order. The determination as to whether any such reduction in less than the amount of the payments and benefits provided hereunder is necessary properly determined under this Section 23 (hereafter referred to as an “Excess Payment” 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“Underpayment”, 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 analysisapplicable). If it is established, pursuant to a reduced payment final determination of a court or benefit is made or provided an Internal Revenue Service proceeding that has been finally and through error or otherwise conclusively resolved, 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 amountan Excess Payment has been made, then Executive shall immediately promptly repay such excess the Excess Payment to the Company upon notification that an overpayment has been made. Nothing Company, together with interest on the Excess Payment at the applicable federal rate (as defined in this Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. [The remainder 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 request of either party, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to Executive (but in any event within ten (10) days of such determination), together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this page was left blank intentionally; Section 23 not been applied until the signature page followsdate of payment.]

Section 280G. Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in this your Employment Agreement, if Executive is a in the event that any payments, distributions, benefits or entitlements of any type payable to you (“disqualified individualCIC Benefits”) (i) constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided (ii) but for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, paragraph would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in fullthe “Excise Tax”), whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, then your CIC Benefits shall be made reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of a nationally recognized certified public accounting firm as may be designated by reducingthe Company (the “Accounting Firm”), first, payments or benefits to be paid in cash hereunder in the order in which that without such payment or benefit reduction you would be paid or provided entitled to receive and retain, on a net after tax basis (beginning with such payment or benefit that would be made last in time and continuingincluding, to the extent necessarywithout limitation, 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 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 liabilities taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. [Unless the Company and you otherwise agree in writing, any determination required under this Section 17 shall be made in writing in good faith by the Accounting Firm. 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 under this Award Agreement and then by 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. For purposes of making the calculations required by this Section 17, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The remainder Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 17, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this page was left blank intentionally; Section 17. In connection with making determinations under this Section 17, the signature page followsAccounting Firm shall take into account the value of any reasonable compensation for services to be rendered by you before or after the Change of Control, including any non-competition provisions that may apply to you and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.]

Section 280G. (a) Notwithstanding anything in this Agreement or any other plan, arrangement or agreement to the contrary contrary, in the event that any payment or benefit received or to be received by Executive (whether pursuant to the terms of this AgreementAgreement or any other plan, if Executive is a “disqualified individual” arrangement or agreement) (as defined in Section 280G(c) of the Code), and the all such payments and benefits provided for benefits, the "Total Payments") would not be deductible (in this Agreement, together with any other payments and benefits which Executive has the right to receive from whole or in part) by the Company or any of its affiliatessubsidiaries or Affiliates making such payment or providing such benefits as a 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” (as defined in " within the meaning of Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value including by reason 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)(3280G(b)(4)(A) of the Code; (iii) and the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that no portion the Total Payments (other than those referred to in clauses (i) or (ii) of such amounts and benefits received by Executive shall be subject to this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the excise tax imposed by meaning of Section 4999 280G(b)(4)(B) of the Code or (b) paid in full, whichever produces the better net after-tax position are otherwise not subject to Executive (taking into account any applicable excise tax under disallowance as deductions by reason of Section 4999 280G of the Code and any other applicable taxes). The reduction of payments and benefits hereunderCode, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such opinion of Tax Counsel; and (iv) the value of any non-cash benefit or any deferred 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 similar order. The determination as to whether any such reduction included in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax) Total Payments shall be made at the expense of the Company by a firm of independent accountants, a law firm, or other valuation specialist selected determined by the Board Auditor in good faith prior to accordance with the consummation principles of the applicable change in control transaction, Sections 280G(d)(3) 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 herein4) 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything to If the contrary in this Agreement, if Executive Employee is a “disqualified individual,” (as defined in Section 280G(c) of the Internal Revenue Code of 1986, as amended (the “Code”), then, notwithstanding any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Employee with the Company (an “Other Agreement”), and notwithstanding any formal or informal plan or other arrangement for the payments and benefits provided 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 in the Employee (a “Benefit Arrangement”), any right to exercise, vesting, payment or benefit to the Employee under this Agreement, together with any other payments and benefits which Executive has Other Agreement and/or any Benefit Arrangement shall be reduced or eliminated to the extent that such right to receive from exercise, vesting, payment, or benefit, taking into account all other rights, payments, or benefits to or for the Company or any of its affiliatesEmployee under this Agreement, all Other Agreements, and all Benefit Arrangements, would constitute cause any exercise, vesting, payment or benefit to the Employee under this Agreement to be considered a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) of the Code)Code as then in effect (a “Parachute Payment”) if, then as a result of receiving such Parachute Payment, the payments aggregate after-tax amounts received by the Employee from the Company under this Agreement, all Other Agreements, and benefits provided for in this Agreement shall all Benefit Arrangements would be either less than the maximum after-tax amount that could be received by the Employee without causing any such payment or benefit to be considered a Parachute Payment. (ai) reduced (but not below zero) Such reduction or elimination will be calculated so that the present value of such total amounts and benefits amount received by Executive from Employee that is subject to Section 280G of the Company or any of its Affiliates shall Code will be one dollar ($1.00) less than reduced to an amount that is three times ExecutiveEmployee’s “base amount” (as defined in Section 280G(b)(3) of the Code), less one dollar. (ii) and so that no portion The Company shall accomplish such reduction by first reducing or eliminating any cash payments (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of such amounts and benefits received performance awards, then by Executive shall be subject reducing or eliminating any accelerated vesting of options or stock appreciation rights, then by reducing or eliminating any accelerated vesting of restricted stock or stock units, then by reducing or eliminating any other remaining Parachute Payments. (iii) Notwithstanding the foregoing, if any amount payable to the excise tax imposed by Employee could be deemed a Parachute Payment, the Company will use its best efforts to obtain shareholder approval of the payments to Employee under this Agreement, any Other Agreement or any Benefit Arrangement that is described in Section 4999 280G(5)(B) of the Code or (bin a manner intended to satisfy all applicable requirements of Section 280G(b)(5)(B) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction the Treasury Regulations thereunder, including Q&A-7 of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount Section 1.280G-1 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsTreasury Regulations.]

Section 280G. (a) Notwithstanding anything to the contrary herein, Section 11(b) shall apply in this Agreement, if Executive is a “disqualified individual” (as defined in the event that the Company satisfies the requirement of Section 280G(c280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company does not satisfy such requirement, Section 11(c), and the payments and benefits provided for in this Agreementnot Section 11(b), together with shall apply. (b) Prior to any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined change described in Section 280G(b)(2280G(b)(2)(A)(i) of the Code (a "Section 280G Transaction") and in accordance with the requirements of Section 280G(b)(5)(B) of the Code), then the payments 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 non-cash benefits and benefits provided for in the accelerated vesting of stock options) under this Agreement shall be either (a) reduced (but not below zero) so that or under any other plan, agreement or arrangement with the present value of such total amounts and benefits received by Executive from Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or any such person (collectively, the "Payments"), that may separately or in the aggregate constitute "parachute payments" within the meaning of its Affiliates shall be one dollar Section 280G ($1.00) less than three times Executive’s “base amount” (as defined 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)(3280G(b)(5)(B) of the Code) and so , the Employee will have no right or entitlement to receive or retain, as the case may be, that no portion of such amounts his Potential Parachute Payments that would otherwise cause any portion of any of his Potential Parachute Payments to be treated as an "excess parachute payment" (within the meaning of Section 280G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and benefits received by Executive shall it is determined that, but for this Section 11(c), any of the Payments will be subject to the any excise tax imposed by pursuant to Section 4999 of the Code or any similar or successor provision (bthe "Excise Tax"), the Company shall pay to the Employee either (i) paid in fullthe 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 produces of the better net foregoing amounts results in the receipt by the Employee, on an after-tax position basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to Executive the Excise Tax. For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (taking i) there shall be taken into account any Excise Tax and all applicable excise tax 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 4999 68 of the Code and any other limitations applicable taxesto the deduction of state and local income taxes under the Code). The reduction . (d) All calculations and determinations under this Section 11, including application and interpretation of payments the Code and benefits hereunderrelated regulatory, if applicableadministrative and judicial authorities, shall be made by reducing, first, payments an independent accounting firm or benefits to be paid in cash hereunder in independent tax counsel appointed by the order in which such payment or benefit would be paid or provided Company (beginning with such payment or benefit that would be the "Tax Advisor"). All determinations made last in time and continuing, to by 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 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) Tax Advisor under this Section 11 shall be made at the expense of conclusive and binding on both the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by and the Board in good faith prior to the consummation of the applicable change in control transactionEmployee, and the applicable independent accountants, law firm, or other valuation specialist Company shall consider cause the value of Executive’s restrictive covenants (including Tax Advisor to provide its determinations and any supporting calculations with respect to 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 Employee to the Company upon notification that an overpayment has been madeand the Employee. Nothing 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 28 shall require 11, after taking into account the information provided by the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 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. [The remainder Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 11. In the event that Section 11(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of this page was left blank intentionally; any Payments that are subject to Section 409A of the signature page follows.]Code on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Payments that are exempt from Code Section 409A.

Section 280G. Notwithstanding anything 7.1 Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, if Executive is calculated in a “disqualified individual” (as defined in manner consistent with Section 280G(c) 280G of the CodeCode and the applicable regulations thereunder (the “Aggregate Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or Code, then the Aggregate Payments shall be reduced (bbut not below zero) paid in full, whichever produces so that the better net after-tax position sum of all of the Aggregate Payments shall be $1.00 less than the amount at which Executive becomes subject to Executive (taking into account any applicable the 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 imposed by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code; provided that such reduction shall only occur if it would result in Executive receiving a higher After Tax Amount (as defined below) than Executive would receive if the Aggregate Payments were not subject to such reduction. [The remainder 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 of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). 7.2 For purposes of this page was left blank intentionally; Section 5, the signature page follows.]“After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes

Section 280G. Notwithstanding anything else in this Agreement to the contrary contrary, in the event that it shall be determined that any payments or distributions by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (together, if Executive is a “disqualified individual” (as defined in the "Payments") would constitute "parachute payments" within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement Payments shall be payable either in (ai) reduced full or (but not below zeroii) so that the present value of as to 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 lesser amount which would result in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be Payments being subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor ("Independent Tax Advisor") selected by the Company. [The remainder In the event that the Payments are to be reduced pursuant to this Section 5, such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this page was left blank intentionallySection 5 is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of such Payments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and (iii) then by reducing or eliminating the portion of such Payments (whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any successor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the transaction constituting a change in ownership of the Company within the meaning of Section 280G of the Code. Any reductions made pursuant to this Section 5 shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. If any dispute arises between the Company (or any successor) and the Executive regarding the Executive’s right to payments under this Section 5, the Executive shall be entitled to recover his attorneys’ fees and costs incurred in connection with such dispute if the Executive is determined to be the prevailing party. The following additional terms and conditions shall apply to the reimbursement of any attorneys’ fees and costs: (i) the attorneys’ fees and costs must be incurred by the Executive within five years following the date of the Executive’s termination or resignation; (ii) the signature page followsattorneys’ fees and costs shall be paid by the Company by the end of the taxable year following the year in which the attorneys’ fees and costs were incurred; (iii) the amount of any attorneys’ fees and costs paid by the Company in one taxable year shall not affect the amount of any attorneys’ fees and costs to be paid by the Company in any other taxable year; and (iv) the Executive’s right to receive attorneys’ fees and costs may not be liquidated or exchanged for any other benefit.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(ca) of the Code), and the If any payment or benefit (including payments and benefits provided for in pursuant to this Agreement, together ) that you would receive in connection with any other payments and benefits which Executive has the right to receive an Acquisition from the Company or any of its affiliates, otherwise (“Transaction Payment”) would (a) constitute a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) 280G of the Code), then the payments and benefits provided (ii) but for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall 12, be subject to the excise tax imposed by Section 4999 of the Code or (b) the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of payment would result in fullyour receipt, whichever produces the better net on an after-tax position basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to Executive the Excise Tax: (taking into account any applicable excise tax under 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”). 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 agree to seek approval of its stockholders in a manner that complies with Section 4999 2800(b)(5)(B) of the Code and any other applicable taxes). The reduction of Treasury Regulation Section 1.280G-1 such that if such stockholder approval is obtained, the waived payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder restored. “Acquisition” shall mean a change in the order in which such payment ownership 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 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 control of the Company by or a firm change in the ownership of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior to the consummation substantial portion of the applicable change assets of the Company, in control transaction, each case as determined under Section 280G 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsTreasury Regulations thereunder.]

Section 280G. Notwithstanding anything (a) In the event that part or all of the consideration, compensation or benefits to be paid to Executive under this Agreement together with the contrary in this Agreementaggregate present value of payments, if Executive is a consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive, constitute “disqualified individualexcess parachute payments” (as defined in under Section 280G(c280G(b) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be Code subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable an excise tax under Section 4999 of the Code and any other applicable taxes). The reduction (collectively, the “Parachute Amount”) the amount of excess parachute payments and benefits hereunder, if applicable, which would otherwise be payable to Executive or for Executive’s benefit under this Agreement shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, reduced to the extent necessarynecessary so that no amount of the Parachute Amount is subject to an excise tax under Section 4999 (the “Reduced Amount”); provided that such amounts shall not be so reduced if, through without such reduction, Executive would be entitled to such payment or benefit receive and retain, on a net after tax basis (including, without limitation, after any excise taxes payable under Section 4999), an amount of the Parachute Amount which is greater than the amount, on a net after tax basis, that Executive would be entitled to retain upon receipt of the Reduced Amount. (b) If the determination made pursuant to Section 9(a) results in a reduction of the payments that would otherwise be made first in time) andpaid to Executive except for the application of Section 9(a), then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary (or whether due under this Agreement shall be first applied to reduce any cash severance payments that Executive would otherwise be subject entitled to such excise tax) receive hereunder and shall thereafter 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 applied 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 reduce 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 manner that would not result in subjecting 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 liabilities additional taxation under Section 4999 409A of the Code. [The remainder Within ten days following such determination, 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 amounts as are then due to Executive under this page was left blank intentionally; Agreement and shall promptly pay or distribute to Executive or for his benefit in the signature page followsfuture such amounts as become due to Executive under this Agreement.]

Section 280G. Notwithstanding anything to In the contrary event that the Company undergoes a change in this Agreement, if Executive is a “disqualified individual” control after it (as defined in Section 280G(c) or any of the Code), and the payments and benefits provided for in this Agreementits Affiliates that would be treated, together with the Company, as a single corporation under Section 280G of the Code and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of Section 280G of the Code and the regulations thereunder), if all, or any portion, of the payments provided under this Award Agreement, either alone or together with other payments and or benefits which Executive has the right Participant receives or is entitled to receive from the Company or any of its affiliatesan Affiliate, would could constitute a an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(2) 280G of the Code), then the payments and benefits provided for in this Agreement Executive shall be either entitled to receive (ai) reduced (but not below zero) so that the 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 an amount limited so that no portion thereof shall fail to be tax deductible under Section 280G of such amounts and benefits received the Code (the “Limited Amount”), or (ii) if the amount otherwise payable hereunder (without regard to clause (i)) reduced by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or and all other applicable federal, state and local taxes (bwith income taxes all computed at the highest applicable marginal rate) paid in fullis greater than the Limited Amount reduced by all taxes applicable thereto (with income taxes all computed at the highest marginal rate), whichever produces the better net amount otherwise payable hereunder. If it is determined that the Limited Amount will maximize the Participant’s after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of proceeds, payments and benefits hereunder, if applicable, shall be made by reducing, reduced to equal the Limited Amount in the following order: (i) first, payments or benefits to be paid in by reducing cash hereunder in the order in which such payment or benefit would be paid or provided severance payments, (beginning with such payment or benefit that would be made last in time and continuingii) second, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, by reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the other payments and benefits provided hereunder is necessary to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, and (or whether Executive would be subject to iii) finally, by reducing all remaining payments and benefits, with all such excise taxreductions done on a pro rata basis. All determinations made pursuant this Section 7(b) shall will be made at the Company’s expense of by the independent public accounting firm most recently serving as the Company’s outside auditors or such other accounting or benefits consulting group or firm as 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsmay designate.]

Section 280G. (a) Notwithstanding anything to the contrary in this Agreementherein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively “Payments”) would constitute an “excess parachute payment” to the Executive is a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, thus would constitute a “parachute payment” (as defined in not be deductible under Section 280G(b)(2) 280G of the Code), then the payments Code and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (b) paid “280G Tax”), and if and only if the Executive would be in full, whichever produces the a better net after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to Executive (taking into account the extent necessary to eliminate any applicable excise tax Payments or portion of the Payments from being non-deductible under Section 4999 280G(b)(1) of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, thereby not subject 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 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 liabilities under imposed 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. (b) The remainder Company agrees that it will use commercially reasonable efforts to obtain the approval, in the manner and by such number of stockholders of the Company, as is required under the terms of Section 270G(b)(5)(B) of the Code so as to render the parachute payment provisions of Section 280G inapplicable to any and all benefits provided to the Executive pursuant to this page was left blank intentionally; Agreement as well as pursuant to any other compensation agreements between the signature page followsCompany and the Executive.] (c) Any determinations to be made under this Paragraph 6 shall be made by the Company's independent public accountants (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and to the Executive, and shall be binding upon the Company and the Executive. All fees and expenses of the Accounting Firm in performing the determinations referred to in this paragraph shall be borne solely by the Company.

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

Section 280G. Notwithstanding anything to (a) If, after the contrary in this AgreementEffective Date, if Executive is there occurs a transaction that constitutes a “disqualified individualchange of control” (as defined in Section 280G(c) under Regulation 1.280G of the Code), and such transaction is consummated on or before January 1, 2015, and, immediately prior to the payments and benefits provided for in this Agreementconsummation of such change of control, together with any other payments and benefits which Executive has the right to receive Company is an entity whose equity securities are readily tradable on an established securities market (or otherwise) such that an exemption from the Company or any of its affiliatesexcise tax is not available, would constitute a “parachute payment” the following provisions will apply: (as defined in Section 280G(b)(2i) of In the Code), then the payments and benefits provided for in this Agreement event it shall be either (a) reduced (but not below zero) so determined that any payment to the present value of such total amounts and benefits received by Executive from the Company hereunder, or under 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 of such amounts and benefits received by Executive shall be incentive equity grant agreement or other plan, program, practice or agreement, is subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces any interest or penalties are incurred by the better net after-tax position Executive with respect to Executive (taking into account any applicable such excise tax under Section 4999 (such excise tax, together with any such interest and penalties, hereinafter collectively referred to as the “Excise Tax”), the Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Code Gross-Up Payment equal to the Excise Tax imposed upon the payments. Notwithstanding the foregoing provisions of this Section 10(a)(i), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the payments do not exceed 110% of the greatest amount that could be paid to the Executive without giving rise to any Excise Tax (the “Safe Harbor Amount”), then no Gross-Up Payment shall be made to the Executive and any other applicable taxes)the amounts payable to the Executive shall be reduced so that the payments, in the aggregate, are reduced to the Safe Harbor Amount. The reduction of the amounts shall take into account the timing of the payments and benefits hereunderand, if applicable, shall be made by reducing, first, first reducing the payments under Section 5(a) or benefits Section 5(d) as may apply. (ii) All determinations required 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 under this Section 10, including whether 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 inwhen a Gross-kind hereunder in a similar order. The determination as to whether any such reduction in Up Payment is required and the amount of such Gross-Up Payment and the payments and benefits provided hereunder is necessary (or whether Executive would assumptions to be subject to utilized in arriving at such excise tax) determination, shall be made at the expense of the Company by a nationally recognized accounting firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior to Company (the consummation of the applicable change in control transaction, and the applicable independent accountants, law firm, or other valuation specialist “Accounting Firm”) which 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 provide detailed supporting calculations both to the Company upon notification and the Executive within ten business days of the receipt of notice from the Executive that an overpayment has there have been payments to which Sections 280G and/or Section 4999 may apply, or such earlier time as is requested by the Company; provided that for purposes of determining the amount of any Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rates applicable to individuals in the calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of the Executive’s residence or place of employment in the calendar year in which any such Gross-Up Payment is to be made, net of the maximum reduction in federal income taxes that can be obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the highest marginal rates. Nothing in All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 28 10, shall require be paid by the Company to provide a gross-up payment the Executive (or to Executive with respect to the appropriate taxing authority on the Executive’s excise behalf) when the applicable tax liabilities under is due. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall so indicate to the Executive in writing. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) the Executive was lower than the amount actually due (“Underpayment”). [In the event that the Company exhausts its remedies pursuant to Section 10(b) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. Notwithstanding the foregoing, any Gross Up Payment or Underpayment shall be paid no later than the end of the calendar year next following the calendar year in which the Excise Tax and any related income and withholding tax obligations are made to Internal Revenue Service. (b) The remainder Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall (A) give the Company any information reasonably requested by the Company relating to such claim, (B) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (C) cooperate with the Company in good faith in order to effectively contest such claim and (D) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this page was left blank intentionallySection 10, the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and ▇▇▇ for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, that if the signature page followsCompany directs the Executive to pay such claim and ▇▇▇ for a refund, the Company shall advance the amount of such payment to the Executive, on an interest-free basis, and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; provided, further, that if the Executive is required to extend the statute of limitations to enable the Company to contest such claim, the Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority.] (c) If, after the receipt by the Executive of an amount paid or advanced by the Company pursuant to this Section 10, the Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, the Executive shall promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto). (d) With respect to any “change in ownership or control” under Section 280G of the Code and Regulation Section 1.280G-1 thereunder for which the Executive is not entitled to receive the Gross-Up Payment as set forth in this Section 10, including with respect to any such transaction that which is consummated after January 1, 2015, then any payments or benefits payable to the Executive hereunder shall be payable either (i) in full or (ii) reduced to the minimum extent necessary to ensure that no portion of such payments or benefits is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). If such payments and benefits are reduced, such payments and benefits shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of Section 409A of the Code, to the extent applicable, and where two or more economically equivalent amounts are subject to reduction but payable at different times, such amounts payable at the later time shall be reduced first but not below zero (0).

Section 280G. Notwithstanding anything else in this Agreement to the contrary contrary, in the event that it shall be determined that any payments or distributions by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (together, if Executive is a the “disqualified individualPayments”) would constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement Payments shall be payable either in (ai) reduced full or (but not below zeroii) so that the present value of as to 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 lesser amount which would result in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be Payments being subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor (“Independent Tax Advisor”) selected by the Company prior to any public announcement of the transaction giving rise to Section 280G of the Code. [The remainder In the event that the Payments are to be reduced pursuant to this Section 7, such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this page was left blank intentionallySection 7 is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of such Payments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and (iii) then by reducing or eliminating the portion of such Payments (whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any successor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the transaction constituting a change in ownership of the Company within the meaning of Section 280G of the Code. Any reductions made pursuant to this Section 7 shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. If any dispute arises between the Company (or any successor) and the Executive regarding the Executive’s right to payments under this Section 7, the Executive shall be entitled to recover his attorneys’ fees and costs incurred in connection with such dispute if the Executive is determined to be the prevailing party. The following additional terms and conditions shall apply to the reimbursement of any attorneys’ fees and costs: (i) the attorneys’ fees and costs must be incurred by the Executive within five years following the date of the Executive’s termination or resignation; (ii) the signature page followsattorneys’ fees and costs shall be paid by the Company by the end of the taxable year following the year in which the attorneys’ fees and costs were incurred; (iii) the amount of any attorneys’ fees and costs paid by the Company in one taxable year shall not affect the amount of any attorneys’ fees and costs to be paid by the Company in any other taxable year; and (iv) the Executive’s right to receive attorneys’ fees and costs may not be liquidated or exchanged for any other benefit.]

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

Section 280G. Notwithstanding anything 7.1 Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, if Executive is calculated in a “disqualified individual” (as defined in manner consistent with Section 280G(c) 280G of the CodeCode and the applicable regulations thereunder (the “Aggregate Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or Code, then the Aggregate Payments shall be reduced (bbut not below zero) paid in full, whichever produces so that the better net after-tax position sum of all of the Aggregate Payments shall be $1.00 less than the amount at which Executive becomes subject to Executive (taking into account any applicable the 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 imposed by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code; provided that such reduction shall only occur if it would result in Executive receiving a higher After Tax Amount (as defined below) than Executive would receive if the Aggregate Payments were not subject to such reduction. [The remainder 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 of the Code: (1) cash payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). 7.2 For purposes of this page was left blank intentionally; Section 5, the signature page follows“After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on Executive as a result of Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes.]

Section 280G. Notwithstanding anything (i) Anything in this Agreement to the contrary notwithstanding, in the event that the amount of any compensation, payment or distribution by the Company to or for your benefit, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise, if Executive is calculated in a “disqualified individual” (as defined in manner consistent with Section 280G(c) 280G of the CodeInternal Revenue Code of 1986, as amended (“Section 280G”) (the “Aggregate Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or of 1986, as amended (b“Section 4999”) paid in full, whichever produces then the better net after-tax position Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you becomes subject to Executive (taking into account any applicable the excise tax under imposed by Section 4999 of 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 Code and any other applicable taxes)Aggregate Payments were not subject to such reduction. The reduction of payments and benefits hereunderIn such event, if applicable, the Aggregate Payments shall be made by reducingreduced in the following order, firstin each case, payments or benefits in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G; (1) cash hereunder 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 order case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (ii) For purposes of this Section 17, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which 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 determination is to be provided in-kind hereunder made, and state and local income taxes at the highest marginal rates of individual taxation in a similar order. 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 any such a reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax) Aggregate Payments shall be made at the expense of the Company pursuant to this Section 17 shall be made by a nationally recognized accounting firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the consummation Company and you within 15 business days of the applicable change in control transactiontermination date, and the applicable independent accountants, law firmif applicable, or other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) at such earlier time 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 reasonably requested by 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 you. Any determination by the Accounting Firm shall immediately repay such excess to be binding upon you and 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsCompany.]”

Section 280G. Notwithstanding anything (a) If any payment or benefit received or to the contrary be received by Executive in this Agreement, if Executive is connection with or contingent on a “disqualified individual” (as defined change in Section 280G(c) ownership or control of the Company, within the meaning of Section 280G of the Internal Revenue Code (the “Code”) (or any successor provision thereto), whether or not in connection with Executive’s termination of employment, and whether or not pursuant to this Agreement (such payments or benefits being referred to as the payments and benefits “Total Payments”) will be subject to an excise tax as provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) 4999 of the CodeCode (the “Excise Tax”), then the payments and benefits provided for in this Agreement shall Executive will be entitled to receive either (ai) reduced the full amount of the Total Payments, or (but not below zeroii) so that a portion of the present Total Payments having a value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall be equal to one dollar ($1.00) less than three (3) times Executive’s “base amount” (as such term is defined in Section 280G(b)(3280G(b)(3)(A) of the Code), whichever of clauses (i) and (ii), after taking into account applicable federal, state, and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest portion of the Total Payments. For purposes of determining the after-tax amounts in (i) and (ii) above, Executive will be deemed to pay federal, state and local income tax at the highest marginal rates, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. If there is a reduction of the Total Payments pursuant to the foregoing, then, unless the parties agree otherwise, such reduction will occur in the following order: (A) any cash severance payable by reference to Executive’s Base Salary or Bonus; (B) any other cash amount payable to Executive; (C) any benefit valued as a “parachute payment;” and (D) acceleration of vesting of any equity awards. (b) For purposes of determining whether any of the Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Total Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and so that no portion selected by the accounting firm acting as the “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of such amounts and benefits received by Executive shall Section 280G(b)(4)(A) of the Code, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code will be treated as subject to the excise tax imposed by Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of Section 4999 280G(b)(4)(B) of the Code or (bCode) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 excess of the Code Base Amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any other applicable taxes). The reduction noncash benefits or any deferred payment or benefit will be determined by the Auditor in accordance with the principles of payments Sections 280G(d)(3) and benefits hereunder, if applicable, shall (4) of the Code. (c) All determinations under this Section 10 must be made by reducinga nationally recognized accounting firm, first, payments or benefits to which must not be paid in cash hereunder the auditor of the acquiror in the order transaction constituting a change in which such payment ownership 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 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 control of the Company by a firm (within the meaning of independent accountantsSection 280G of the Code), a law firm, or other valuation specialist selected by the Board Company (the “Auditor”), and the Company will pay all costs and expenses of the Auditor. The Company will cooperate in good faith prior to in making such determinations and in providing 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 necessary information for this Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followspurpose.]

Section 280G. (a) Notwithstanding anything in this Agreement to the contrary contrary, in this Agreement, if the event that any payment or benefit received or to be received by Executive is (including any payment or benefit received in connection with a “disqualified individualChange in Control” (as defined in Section 280G(cthe 2005 Plan) or the termination of Executive’s employment, whether pursuant to the Code)terms of this Agreement or any other plan, and the arrangement or agreement) (all such payments and benefits provided for being hereinafter referred to as the “Total Payments”) would not be deductible (in this Agreement, together with any other payments and benefits which Executive has the right to receive from whole or part) by the Company or any Affiliates making such payment or providing such benefit as a result of its affiliatesSection 280G of the Code, would 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 first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first. (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” (as defined in within the meaning of Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value including by reason 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)(3280G(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 so (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 no would result in any portion of such amounts and benefits received by Executive shall be Total Payments being subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, if such repayment would result in (i) no portion of the remaining Total Payments being subject to the Excise Tax and (ii) a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of federal, state and local income and employment taxes, the Executive shall have an obligation to pay the Company upon demand an amount equal to the sum of (x) the excess of the Total Payments paid to or for Executive’s benefit over the 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 (by) paid interest on the amount set forth in full, whichever produces clause (x) of this sentence at the better net after-tax position to Executive (taking into account any applicable excise tax under rate provided in Section 4999 1274(b)(2)(B) of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in from 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 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 date of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) as part receipt 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 until 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 liabilities under Section 4999 date of the Code. [The remainder of this page was left blank intentionally; the signature page followssuch payment.]

Section 280G. Notwithstanding anything (a) Anything in this Agreement to the contrary notwithstanding, in this Agreementthe event that the amount of any compensation, if Executive is a “disqualified individual” (as defined in Section 280G(c) payment or distribution by the Company and/or the Employer to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, calculated in a manner consistent with Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and the applicable regulations thereunder (the “Aggregate Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or Code, then the Aggregate Payments shall be reduced (bbut not below zero) paid in full, whichever produces so that the better net after-tax position sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to Executive (taking into account any applicable the excise tax under imposed by Section 4999 of the Code and any other applicable taxes)Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher After Tax Amount (as defined below) than the Executive would receive if the Aggregate Payments were not subject to such reduction. The reduction of payments and benefits hereunderIn such event, if applicable, the Aggregate Payments shall be made by reducingreduced in the following order, firstin each case, payments or benefits in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash hereunder payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the order case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). (b) For purposes of this Section 5, the “After Tax Amount” means the amount of the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on the Executive as a result of the Executive’s receipt of the Aggregate Payments. For purposes of determining the After Tax Amount, the Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation applicable to individuals for the calendar year in which 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 determination is to be provided in-kind hereunder made, and state and local income taxes at the highest marginal rates of individual taxation in a similar order. each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) The determination as to whether any such a reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would Aggregate Payments shall be subject made pursuant to such excise taxSection 5(b) shall be made at the expense of the Company by a nationally recognized accounting firm of independent accountants, a law firm, or other valuation specialist selected by the Board in good faith prior Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the consummation Company and the Executive within 15 business days of the applicable change in control transactionDate of Termination, and the applicable independent accountants, law firmif applicable, or other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) at such earlier time 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 reasonably requested by the Company or any of 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 Executive . Any determination by the Accounting Firm shall immediately repay such excess to be binding upon the Company upon notification that an overpayment has been made. Nothing in this Section 28 shall require and the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything to (a) If, at any time following the contrary in this Agreement, if Executive is a closing of an “disqualified individualInitial Public Offering” (as defined in the Amended and Restated Limited Partnership Agreement of Parent, as may be amended from time to time), (i) the aggregate of all amounts and benefits due to the Executive under this Agreement or under any other Company arrangement would, if received by the Executive in full and valued under Section 280G(c) 280G of the Code, constitute “parachute payments” as defined in and under Section 280G of the Code (collectively, “280G Benefits”), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right excise tax imposed pursuant to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) 4999 of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 the amount the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” as defined in and under Section 280G of the Code, less $1.00, then (iii) such 280G Benefits payable in cash as the Executive shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments. The determinations with respect to this Section 7.2(a) shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless the Executive reasonably objects to the use of that firm, in which event the Auditor will be a nationally recognized United States public accounting firm chosen by the Parties. (b) It is possible that after the determinations and selections made pursuant to Section 7.2(a), the Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 280G(b)(31274(d) of the Code) and so that no portion from the date of the Executive’s receipt of such amounts and benefits received Excess Payment until the date of such payment. In the event that it is determined (i) by Executive a court or (ii) by the Auditor upon request by a Party, that an Underpayment has occurred, the Company shall be subject promptly pay an amount equal to the excise tax imposed by Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 4999 7.2 not been applied until the date of the Code such payment. (c) If it appears that any amount or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits benefit that is 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 necessaryExecutive under this Agreement or any other plan, through to such payment or benefit that would be made first in time) andprogram, then, reducing any benefit to be provided in-kind hereunder in a 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 firmagreement, or other valuation specialist selected by the Board in good faith prior to the consummation arrangement 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 may constitute a “parachute payment” exists, exceeds one dollar ($1.00under Section 280G(b)(2) less than three times Executive’s base amount, then Executive shall immediately repay such excess of the Code prior to the Company upon notification that closing of an overpayment has been made. Nothing in this Section 28 shall require Initial Public Offering, the Company shall use its best reasonable efforts to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under obtain shareholder approval of such payments for purposes of Section 4999 280G(b)(5) of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything (i) In the event that the amount of any compensation, payment or distribution by Mural to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the contrary terms of this Agreement or otherwise, calculated in this Agreement, if Executive is a “disqualified individual” (as defined in manner consistent with Section 280G(c) 280G of the CodeCode and the applicable regulations thereunder (the “Aggregate Payments”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or Code, then the Aggregate Payments shall be reduced (bbut not below zero) paid in full, whichever produces so that the better net after-tax position sum of all of the Aggregate Payments shall be $1.00 less than the amount at which the Executive becomes subject to Executive (taking into account any applicable the excise tax under imposed by Section 4999 of the Code and any other applicable taxes)Code; provided that such reduction shall only occur if it would result in the Executive receiving a higher after tax amount than the Executive would receive if the Aggregate Payments were not subject to such reduction. The reduction of payments and benefits hereunderIn such event, if applicable, the Aggregate Payments shall be made by reducingreduced in the following order, firstin each case, payments or benefits in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (1) cash hereunder payments not subject to Section 409A of the Code; (2) cash payments subject to Section 409A of the Code; (3) equity-based payments and acceleration; and (4) non-cash forms of benefits; provided that in the order in which such payment case of all the foregoing Aggregate Payments all amounts or benefit would payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be paid reduced before any amounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) 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 similar orderc). The determination as to whether any such a reduction in the amount of the payments and benefits provided hereunder is necessary (or whether Executive would Aggregate Payments shall be subject made pursuant to such excise taxSection 5(b)(i) shall be made by a nationally recognized accounting firm selected by ▇▇▇▇▇ (the “Accounting Firm”), which shall provide preliminary detailed supporting calculations to Mural and the Executive at the expense least 15 business days of the Company by a firm Date of independent accountantsTermination, a law firmas applicable, or other valuation specialist selected at such earlier time as is reasonably requested by ▇▇▇▇▇ or the Executive. Any determination by the Board in good faith prior to the consummation of the applicable change in control transaction, Accounting Firm shall be binding upon Mural 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything to In the contrary in this Agreement, if event that any payment or benefit that the Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to would receive from the Company or any otherwise in connection with a change of its affiliates, control or other similar transaction (a “280G Payment”) (i) would constitute a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) 280G of the Code)Code and (ii) but for this Section 8.6, then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Section 4999 of the Code Code, then any such 280G Payment shall be payable either (a) in full, or (b) paid as to such lesser amount which would result in full, whichever produces the better net after-tax position no portion of such payments and benefits being subject to Executive (taking into account any applicable excise tax under Section 4999 of the Code Code, whichever of the foregoing amounts, taking into account the applicable federal, state and any other applicable taxes). The reduction local income taxes and the excise tax imposed by Section 4999, results in the receipt by Executive on an after-tax basis, of the greatest amount of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments notwithstanding that all or benefits to be paid in cash hereunder in the order in which some portion of 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 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 may 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 liabilities taxable under Section 4999 of the Code. [The remainder If a reduced amount is to be paid under this Section 6.1, reductions in payments and/or benefits shall occur in the following order: (1) if none of the payments is nonqualified deferred compensation under Section 409A, then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment and (2) if any payment constitutes nonqualified deferred compensation under Section 409A or if the Executive fails to elect an order, then the payments to be reduced shall be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, shall be reduced in the inverse order of when payment would have been made to Executive, until the reduction is achieved; provided, however, that no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A) to the extent such reduction or elimination would accelerate or defer the timing of such payment in manner that does not comply with Section 409A. All determinations required to be made under this page was left blank intentionally; paragraph, including the signature page followsmanner and amount of any reduction in Executive’s payments hereunder, and the assumptions to be utilized in arriving at such determinations, shall be made in writing in good faith by a nationally recognized accounting or consulting firm selected by the Company.]

Section 280G. Notwithstanding anything any other provision of this Agreement or of any other agreement, contract, or understanding heretofore or hereafter entered into by the Employee and the Company, except an agreement, contract, or understanding hereafter entered into that expressly modifies or excludes application of this Section 17 (the “Other Agreements”), and notwithstanding any formal or informal plan or other arrangement heretofore or hereafter adopted by the Company for the direct or indirect compensation of the Employee (including groups or classes of participants or beneficiaries of which the Employee is a member), whether or not such compensation is deferred, is in cash, or is in the form of a benefit to or for the contrary in this AgreementEmployee (a “Benefit Arrangement”), if Executive the Employee is a “disqualified individual,” (as defined in Section 280G(c) of the of the Internal Revenue Code of 1986, as amended (the “Code”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from any payment or other benefit under this Agreement shall not become exercisable or vested (i) to the Company extent that such right to exercise, vesting, payment, or any of its affiliatesbenefit, taking into account all other rights, payments, or benefits to or for the Employee under the Agreement, all Other Agreements, and all Benefit Arrangements, would constitute cause any payment or benefit to the Employee under this Agreement to be considered a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) of the Code)Code as then in effect (a “Parachute Payment”) and (ii) if, then as a result of receiving a Parachute Payment, the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total aggregate after-tax amounts and benefits received by the Executive from the Company or any of its Affiliates shall affiliates under this Agreement, all Other Agreements, and all Benefit Arrangements would 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net maximum after-tax position to amount that could be received by the Executive (taking into account without causing any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit to be considered a Parachute Payment. In the event that the receipt of any such right to exercise, vesting, payment, or benefit under this Agreement, in conjunction with all other rights, payments, or benefits to or for the Employee under the Agreement, any Other Agreement or any Benefit Arrangement would cause the Executive to be paid considered to have received a Parachute Payment under this Agreement that would have the effect of decreasing the after-tax amount received by the Employee as described in clause (ii) of the preceding sentence, then the Employee shall have the right, in the Employee’s sole discretion, to designate those rights, payments, or provided (beginning with such benefits under this Agreement, any Other Agreements, and any Benefit Arrangements that should be reduced or eliminated so as to avoid having the payment or benefit that would to the Employee under this Agreement be made last in time and continuingdeemed to be a Parachute Payment; provided, however, that, to the extent necessary, through to such any payment or benefit constitutes deferred compensation under Section 409A, in order to comply with Section 409A, the reduction or elimination will be performed in the following order: (A) reduction of cash payments; (B) reduction of COBRA benefits; (C) cancellation of acceleration of vesting on any equity awards for which the exercise price exceeds the then fair market value of the underlying equity; and (D) cancellation of acceleration of vesting of equity awards not covered under (C) above; provided, however that would be made first in time) and, then, reducing any benefit the event that acceleration of vesting of equity awards is to be provided in-kind hereunder in a similar order. The determination as to whether any cancelled, such reduction acceleration of vesting shall be cancelled in the amount reverse order of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to date of grant of such excise tax) equity awards, that is, later granted equity awards 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followscanceled before earlier granted equity awards.]

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

Section 280G. Notwithstanding anything to In the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) event that part or all of the Codepayments or benefits to be paid or provided to Executive under this Agreement together with the aggregate present value of payments, consideration, compensation and benefits under all other plans, arrangements and agreements applicable to Executive (“Total Payments”) will be subject to an excise tax under the provisions of Code Section 4999 (“Excise Tax”), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement Total Payments shall be either (a) reduced (but not below zero) so that the present value maximum amount of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall Total Payments (after reduction) will 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 amount that no portion of such amounts and benefits received by Executive shall would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of Excise Tax; provided, however, that the Code or (b) paid in full, whichever produces Total Payments shall only be reduced to the better net extent the after-tax position to value of amounts received by Executive (taking into account any applicable excise tax under Section 4999 after application of the Code and any other applicable taxes)above reduction would exceed the after-tax value of the Total Payments received by Executive without application of such reduction. The reduction of payments and benefits hereunderbenefits, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order, and then reducing equity or equity-based benefits (reduced in the order of highest value to lowest value under Code Section 280G). 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 value, if any, 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 analysis as may be appropriate under Code Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]280G.

Section 280G. (i) Notwithstanding anything contained in this Agreement to the contrary contrary, in the event that the benefits provided by this Agreement, if together with all other payments and the value of any benefits received or to be received by Executive is a (the “disqualified individualPayments”), constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided and, but for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliatesSection 7(a)(i), would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Payments shall be made to Executive either (i) in full or (bii) paid as to such lesser amount as which would result in fullno portion of the Payments being subject to the Excise Tax, whichever produces of the better net 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 position to Executive (taking into account any applicable excise tax under Section 4999 basis, of the Code greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. Unless Executive shall have given prior written notice specifying a different order to the Company to effectuate any reduction contemplated by the preceding sentence, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments and then by reducing those payments or benefits which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other applicable taxesplan, 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 reduction 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 payments and benefits hereunderthe Date of Termination, if applicable, shall be made or such other time as requested by reducing, first, payments the Company or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or by Executive (provided (beginning with such payment or benefit Executive reasonably believes 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 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 Payments may be subject to such excise taxthe Excise Tax). Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be made at the expense of binding, final and conclusive upon 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything to the contrary in any other provision of this Agreement, if in the event that the amount of payments or other benefits payable to Executive is a under this Agreement (including, without limitation, the acceleration of any payment or the accelerated vesting of any payment or other benefit), together with any payments, awards or benefits payable under any other plan, program, arrangement or agreement maintained by the Corporation or one of its Subsidiaries or other Affiliates, would constitute an “disqualified individualexcess parachute payment” (within the meaning of Section 280G of the Internal Revenue Code of 1986, as defined amended (the “Code”)), such payments and benefits shall be reduced (by the minimum possible amounts) in the order set forth below until no amount payable to Executive under this Agreement or otherwise constitutes an “excess parachute payment” (within the meaning of Section 280G(c) 280G of the Code); provided, and the payments and benefits provided for in this Agreementhowever, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement that no such reduction shall be either (a) reduced (but not below zero) so that made if the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive amount (after taking into account any applicable federal, state, local or other income, employment and excise taxes) to which Executive would otherwise be entitled without such reduction would be greater than the net after-tax under Section 4999 amount (after taking into account federal, state, local or other income, employment and excise taxes) to Executive resulting from the receipt of the Code and any other applicable taxes). The reduction of such payments and benefits hereunderwith such reduction. If any payments or benefits payable to Executive are required to be reduced pursuant to this Paragraph, if applicablesuch payments and/or benefits to Executive shall be reduced in the following order: first, payments that are payable in cash, with amounts that are payable last reduced first; second, payments due in respect of any equity or equity derivatives included at their full value under Section 280G (rather than their accelerated value); third, payments due in respect of any equity or equity derivatives valued at accelerated value under Section 280G, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); and fourth, all other non-cash benefits. All determinations required to be made under this Paragraph 7(g), including whether a payment would result in an “excess parachute payment” and the assumptions to be utilized in arriving at such determinations, shall be made by reducing, first, payments an accounting firm designated by the Corporation (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Corporation and Executive as requested by the Corporation or benefits to Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Corporation and shall be paid in cash hereunder in by the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be Corporation. Absent manifest error, all determinations made last in time and continuing, to by 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 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 taxAccounting Firm under this Paragraph 7(g) shall be made at final and binding upon 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, Corporation 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything (a) If any of the payments or benefits received or to be received by the Executive (including, without limitation, any payment or benefits received in connection with a change in control or the Executive’s termination of employment, whether pursuant to the contrary in terms of this AgreementAgreement or any other plan, if Executive is a arrangement or agreement, or otherwise (the “disqualified individualBenefit Arrangements”)) (all such payments collectively referred to herein as the “280G Payments”) constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Internal Revenue Code of 1986, as amended (the “Code)”) and would, and but for this Section 5.8, be subject to the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in excise tax imposed under Section 280G(b)(2) 4999 of the CodeCode (the “Excise Tax”), then the payments and benefits provided for in this Agreement such 280G Payments shall be either reduced in a manner determined by the Company (aby the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code until no amount payable to the Executive will be subject to the Excise Tax, unless the Executive would receive a greater after-tax amount by receiving all such 280G Payments without reduction pursuant to the foregoing provisions of this sentence. If two economically equivalent amounts are subject to reduction but are payable at different times, the amounts shall be reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from 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 any otherwise (within the meaning 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 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 other applicable taxes). The reduction of payments 280G Payments so that the Excise Tax would not apply thereto. (b) All calculations and benefits hereunder, if applicable, determinations under this Section 5.8 shall be made by reducing, first, payments an independent accounting firm or benefits to be paid in cash hereunder in independent tax counsel appointed by the order in which such payment or benefit would be paid or provided Company (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“Tax Counsel”) and, then, reducing any benefit to be provided in-kind hereunder in a 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) whose determinations shall be made at the expense of conclusive and binding on the Company and the Executive for all purposes. For purposes of making the calculations and determinations required by a firm of independent accountantsthis Section 5.8, a law firmthe Tax Counsel may rely on reasonable, or other valuation specialist selected by the Board in good faith prior to assumptions and approximations concerning the consummation application of the applicable change in control transaction, Section 280G 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 liabilities under Section 4999 of the Code. [The remainder of Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this page was left blank intentionally; Section 5.8. The Company shall bear all costs the signature page followsTax Counsel may reasonably incur in connection with its services.]

Section 280G. (a) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if Executive is a “disqualified individual” (as defined in Section 280G(c) to the extent that any payment, benefit or distribution of any type to or for the benefit of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from by the Company or any of its the Company’s affiliates, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) would constitute a “parachute payment” (as defined in be subject to the excise tax imposed under Section 280G(b)(2) 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the payments and benefits provided for in this Agreement Total Payments shall be either (a) reduced (but not below zero) so that the present value maximum amount of such total amounts and benefits received by Executive from the Company or any of its Affiliates Total Payments (after reduction) shall be one dollar 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 of such amounts and benefits received by Executive shall amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code; provided, however, that the reduction shall occur only if the reduced Total Payments (after taking into account further reductions for applicable federal, state, and local income, social security and other taxes) would be greater than the unreduced Total Payments minus (i) the excise tax imposed under Code Section 4999 with respect to the Total Payment and (ii) all applicable federal, state, and local income, social security and other taxes with respect to the Total Payments. To the extent that the Total Payments are required to be reduced pursuant to the preceding sentence, then, unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, 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 Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this Section 5.7(a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that Total Payments to the Executive must be reduced or eliminated in accordance with Section 5.7(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of the Board’s discretion based upon the advice of such professional advisors it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the event that any Total Payment made to the Executive shall be determined to otherwise result in full, whichever produces the better net after-tax position to Executive (taking into account imposition of any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunderCode, if applicable, then the Executive shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, promptly repay 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 similar order. The determination as to whether any such reduction in Company the amount of the payments and benefits provided hereunder is necessary any such overpayment together with interest on such amount (or whether Executive would be subject to such excise tax) shall be made at the expense same rate as is applied to determine the present value of payments under Section 280G of the Company by a firm of independent accountantsCode or any successor thereto), a law firm, or other valuation specialist selected from the date the reimbursable payment was received by the Board in good faith prior Executive to the consummation of date 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 same 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 repaid 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsCompany.]

Section 280G. Notwithstanding anything to To the contrary in this Agreement, if Executive is a extent that any “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right respect to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 within the meaning of Section 280G(b)(3280G(c) of the CodeCode and the regulations thereunder) and so would receive any payments or benefits that no portion would reasonably be expected to constitute “parachute payments” (within the meaning of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 280G(b)(2)(A) of the Code and the regulations thereunder, then, the Company will (i) no later than four (4) Business Days prior to the Closing Date, use reasonable best efforts to obtain from each such “disqualified individual” a waiver of such disqualified individual’s rights to some or all of such payments or benefits (bthe “Waived 280G Benefits”) paid so that any remaining payments and/or benefits shall not be deemed to be “parachute payments” (within the meaning of Section 280G of the Code and the regulations thereunder), and (ii) no later than two (2) Business Days prior to the Closing Date, with respect to each individual who agrees to the waiver described in fullclause (i), whichever produces submit to a vote of holders of the better net after-tax position equity interests of the Company entitled to Executive vote on such matters (taking into account any applicable excise tax under along with adequate disclosure intended to satisfy the requirements of Section 4999 280G(b)(5)(B)(ii) of the Code and any other applicable taxes)regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Waived 280G Benefits. The reduction Prior to soliciting such waivers and approval, the Company shall provide drafts of payments such waivers and benefits hereunderdisclosure and approval materials to Parent for its review and approval (which approval will not be unreasonably withheld, if conditioned or delayed) no later than four (4) Business Days prior to soliciting such waivers and soliciting such approval. If any of the Waived 280G Benefits fail to be approved as contemplated above, such Waived 280G Benefits shall not be made or provided. To the extent applicable, prior to the Closing Date, the Company shall deliver to Parent evidence reasonably acceptable to Parent that a vote of holders of the equity interests of the Company was solicited in accordance with the foregoing provisions of this Section 7.11 and that either (i) the requisite number of votes of holders of the equity interests of the Company was obtained with respect to the Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a result, no Waived 280G Benefits shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsprovided.]

Section 280G. Notwithstanding anything to (i) In the contrary in this Agreement, if Executive is a “disqualified individual” event that (as defined in Section 280G(ci) of the Code), severance and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either or otherwise payable or provided to Executive but determined without regard to any additional payments required by this Section 6(h) (acollectively, the “Payment”) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Section 4999 of the Code or and the regulations issued thereunder (bthe “Excise Tax”) paid and (ii) the value of the Payment (as determined in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under accordance with Section 4999 280G of the Code and any other applicable taxesthe regulations issued thereunder (collectively referred to as “Section 280G”). The reduction ) exceeds three (3) times Executive’s “base amount” (within the meaning of payments and benefits hereunderSection 280G) (such three times amount referred to as Executive’s “280G Threshold”) by the greater of Fifty Thousand Dollars ($50,000) or ten percent (10%) of Executive’s 280G Threshold, if applicable, Executive shall be made paid an additional amount (the “Gross-Up Payment”) such that the net amount retained by reducingExecutive after deduction of the Excise Tax, firstand any federal, payments or benefits to state and local income and employment tax and excise tax imposed upon the Gross-Up Payment shall 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, equal to the extent necessary, through to such payment or benefit Payment. In the event that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount value of the payments and benefits provided hereunder is necessary Payment (as determined in accordance with Section 280G) does not exceed Executive’s 280G Threshold by the greater of Fifty Thousand Dollars ($50,000) or whether Executive would ten percent (10%) of Executive’s 280G Threshold, the Payment shall be reduced to an amount equal to Executive’s 280G Threshold less $1 so that no portion of the Payment shall be subject to such excise taxthe Excise Tax. (ii) shall Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(h) will be made at the expense of the Company in writing by a national accounting firm of independent accountants, a law firm, or other valuation specialist selected by the Board in Company or such other person or entity to which the parties mutually agree (the “Accountants”), whose determination will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 6(h) the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith prior to interpretations concerning the consummation application of the applicable change in control transaction, Section 280G 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 liabilities under Section 4999 of the Code. [The remainder Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(h). Any reduction in payments and/or benefits required by this Section 6(h) shall occur in the following order: (1) reduction of cash payments, (2) reduction of equity acceleration (full-value awards first, then stock options), and (3) reduction of other benefits paid or payable to Executive. Notwithstanding anything to the contrary herein, any such reduction shall be structured in a manner intended to comply with Section 409A. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Executive’s equity awards. The Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this page was left blank intentionally; the signature page followsSection 6(h).]

Section 280G. Notwithstanding anything a) Anything in this Agreement to the contrary notwithstanding, in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with event it shall be determined that any other payments and benefits which Executive has the right to receive from payment or distribution by the Company to the Executive or any for the Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either or otherwise) (athe “Payments”) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Code Code, or any interest or penalty is incurred by the Executive with respect to such excise tax (bsuch excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced (but not below zero) paid if and to the extent that such reduction would result in fullthe Executive retaining a larger amount, whichever produces the better net on an after-tax position to Executive basis (taking into account any applicable excise tax under Section 4999 federal, state and local income taxes and the imposition of the Code and any other applicable taxesExcise Tax), than if the Executive received all of the Payments. The reduction 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 farthest in time from the determination. b) All determinations required to be made under this Section, including whether and benefits hereunderwhen an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 an independent accounting firm of independent accountants, a law firm, or other valuation specialist selected by the Board Company from among the four (4) largest accounting firms in good faith prior the United States or any nationally recognized financial planning and benefits consulting company (the “Accounting Firm”) which shall provide detailed supporting calculations both to the consummation Company and to the Executive within fifteen (15) business days of the applicable receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the “change in control transaction, of the Company” (within the meaning of Sections 280G 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 liabilities under Section 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). [The remainder All fees and expenses of this page was left blank intentionally; the signature page followsAccounting Firm shall be borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and the Executive.]

Section 280G. Notwithstanding anything to The Severance Agreement is hereby amended by inserting the contrary in this Agreement, if Executive is a “disqualified individual” following paragraphs immediately following the last paragraph thereof: (as defined in Section 280G(ci) the aggregate of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total all amounts and benefits received by Executive from the Company due to you under this Agreement 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunderplan, if applicableprogram, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 firmagreement, 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 arrangement with other payments and benefits from the Company or any of its affiliates used or subsidiaries would, if received by you in determining if a full and valued under Section 280G of the Internal Revenue Code of 1986, as amended (“Section 280G”), constitute “parachute paymentpayments” existsas defined in and under Section 280G (collectively, exceeds one dollar “280G Benefits”), and if ($1.00ii) less than three times Executive’s base amountsuch aggregate would, then Executive shall immediately repay such excess to if reduced by all federal, state and local taxes applicable thereto, including 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 liabilities under 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 the aggregate 280G Benefits received by you will not constitute parachute payments; provided, that, any such reduction shall be effected in a manner intended to comply with Section 409A. The determinations with respect to this paragraph shall be made by an independent auditor (the “Auditor”) paid by the Company. [The remainder Auditor shall be the Company’s regular independent auditor unless you reasonably object to the use of that firm, in which event the Auditor will be a nationally recognized United States public accounting firm chosen by the parties to this Agreement. It is possible that after the determinations and selections made pursuant to the preceding paragraph, you will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this paragraph (hereafter referred to as an “Excess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then you shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 1274(d) of the Code) from the date of your receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Auditor upon request by a party to this Agreement, that an Underpayment has occurred, the Company shall promptly pay an amount equal to the Underpayment to you, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to you had the provisions of this page was left blank intentionally; paragraph not been applied until the signature page followsdate of such payment.]”

Section 280G. (a) Notwithstanding anything to the contrary herein, Section 6(b) shall apply in this Agreement, if Executive is a “disqualified individual” (as defined in the event that the Company satisfies the requirement of Section 280G(c280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company does not satisfy such requirement, Section 6(c), not Section 6(b), shall apply. (b) Prior to any change described in Section 280G(b)(2)(A)(i) of the Code (a “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 non-cash benefits and the payments and benefits provided for in accelerated vesting of stock options) under this Agreement, together with Agreement or under any other payments and benefits which Executive has plan, agreement or arrangement with the right to receive from Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (collectively, the “Potential Parachute Payments”). In the event that the shareholders of the Company do not approve the Employee’s Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of her Potential Parachute Payments that would otherwise cause any portion of any of its affiliates, would constitute a her Potential Parachute Payments to be treated as an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(2280G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, but for this Section 6(c), any of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall Payments will be subject to the any excise tax imposed by pursuant to Section 4999 of the Code or any similar or successor provision (bthe “Excise Tax”), the Company shall pay to the Employee either (i) paid in fullthe 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 produces of the better net foregoing amounts results in the receipt by the Employee, on an after-tax position basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to Executive the Excise Tax. For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (taking i) there shall be taken into account any Excise Tax and all applicable excise tax 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 4999 68 of the Code and any other limitations applicable taxesto the deduction of state and local income taxes under the Code). The reduction . (d) All calculations and determinations under this Section 6, including application and interpretation of payments the Code and benefits hereunderrelated regulatory, if applicableadministrative and judicial authorities, shall be made by reducing, first, payments an independent accounting firm or benefits to be paid in cash hereunder in independent tax counsel appointed by the order in which such payment or benefit would be paid or provided Company (beginning with such payment or benefit that would be the “Tax Advisor”). All determinations made last in time and continuing, to by 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 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) Tax Advisor under this Section 6 shall be made at the expense of conclusive and binding on both the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by and the Board in good faith prior to the consummation of the applicable change in control transactionEmployee, and the applicable independent accountants, law firm, or other valuation specialist Company shall consider cause the value of Executive’s restrictive covenants (including Tax Advisor to provide its determinations and any supporting calculations with respect to 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 Employee to the Company upon notification that an overpayment has been madeand the Employee. Nothing 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 28 shall require 6, after taking into account the information provided by the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 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. [The remainder Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 6. In the event that Section 6(c) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of this page was left blank intentionally; any Payments that are subject to Section 409A of the signature page follows.]Code on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Payments that are exempt from Code Section 409A.

Section 280G. (a) Notwithstanding anything in this Agreement to the contrary contrary, in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with event it shall be determined that any other payments and benefits which Executive has the right to receive from payment or distribution by the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) other member of the Code), then ▇▇▇▇▇ Group to or for the payments and benefits provided for in benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement shall be either or otherwise) (asuch benefits, payments or distributions are hereinafter referred to as “Payments”) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would, if paid, be subject to the excise tax imposed by Section 4999 of the Code or Code, (bthe “Excise Tax”), then, prior to the making of any Payments to Executive, a calculation shall be made comparing (i) paid in full, whichever produces the better net after-tax position benefit to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxesPayments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit to Executive if the Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under (i) above is less than the amount calculated under (ii) above, then the Payments shall be limited to the extent necessary to avoid being subject to the Excise Tax (the “Reduced Amount”). The reduction of payments and benefits the Payments due hereunder, if applicable, shall be made by reducing, first, payments or benefits first reducing cash Payments against the latest amounts 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 continuingthen, to the extent necessary, through reducing those Payments having the next highest ratio of Parachute Value to actual present value of such payment or benefit that would be made first in time) and, thenPayments as of the date of the Change of Control, reducing any benefit the latest amounts to be provided in-kind hereunder paid first, as determined by a nationally recognized accounting firm or an accounting firm specializing in a similar orderSection 280G chosen by the Company (the “Determination Firm”). The determination as to whether any such reduction in the amount For purposes of the payments and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax) this Section 9, present value 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 determined in good faith prior to the consummation in accordance with Section 280G(d)(4) of the applicable change in control transactionCode. For purposes of this Section 9, and the applicable independent accountants, law firm, or other valuation specialist shall consider “Parachute Value” of a Payment means the present value as of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) as part date of its analysis. If a reduced payment or benefit is made or provided and through error or otherwise the Change of Control of the portion of such Payment that payment or benefit, when aggregated with other payments and benefits from the Company or any of its affiliates used in determining if constitutes a “parachute payment” existsunder Section 280G(b)(2) of the Code, exceeds one dollar as determined by the Determination Firm for purposes of determining whether and to what extent the Excise Tax will apply to such Payment. ($1.00b) less than three times Executive’s base amountAll determinations required to be made under this Section 9, then Executive including whether an Excise Tax would otherwise be imposed, whether the Payments shall immediately repay be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such excess determinations, shall be made in writing in good faith by the Determination Firm which shall provide detailed supporting calculations to the Company upon notification and Executive within fifteen (15) business days after the receipt of notice from Executive that an overpayment has been a Payment is due to be made, or such earlier time as is requested by the Company. Nothing in this Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 All fees and expenses of the Code. [The remainder of this page was left blank intentionally; Determination Firm shall be borne solely by the signature page followsCompany.]

Section 280G. Notwithstanding anything any other provision of this Agreement or any other plan, arrangement or agreement to the contrary in this Agreementcontrary, if Executive is a “disqualified individual” (as defined in Section 280G(c) any of the Code), and the payments and or benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right or to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits be provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall be one dollar to Participant or for Participant’s benefit pursuant to the terms of this Agreement or otherwise ($1.00“Covered Payments”) less than three times Executive’s constitute “base amountexcess parachute payments” (as defined in within the meaning of Section 280G(b)(3) 280G of the CodeCode and would, but for this Section 7(c), be (x) and so that no portion nondeductible under Section 280G of such amounts and benefits received by Executive shall be the Code and/or (y) subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code (or any successor provisions applicable to such Sections) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments will be reduced to the minimum extent necessary (but in no event to less than zero) so that no portion of any such payment or benefit, as so reduced, is subject to the Excise Tax; provided, however, that the foregoing reduction will be made only if and any other to the extent that such reduction would result in an increase in the aggregate payment and benefits to be provided, determined on an after-tax basis after taking into account the applicable taxesfederal, state, local and foreign income, employment and excise taxes (including the Excise Tax). The reduction of payments and benefits hereunder, if applicable, Any reductions hereunder shall be made by reducing, first, payments or benefits to be paid in cash hereunder in accordance with Section 409A and the order in which such payment or benefit would be paid or provided following: (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 timeA) and, then, reducing any benefit to be provided in-kind hereunder in a 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 that do not constitute nonqualified deferred compensation subject to such excise tax) Section 409A 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, reduced first; 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 hereinB) 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 all other payments and benefits from the Company shall then be reduced as follows: (I) cash payments shall be reduced before non-cash payments; and (II) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. Any determination required under this Section 6(c), including, but not limited to, whether any payments or any of its affiliates used in determining if a benefits are or could be “parachute paymentpayments” exists, exceeds one dollar ($1.00) less than three times Executive’s base amount, then Executive shall immediately repay such excess to within the Company upon notification that an overpayment has been made. Nothing in this meaning of Section 28 shall require the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 280G of the Code. [The remainder of this page was left blank intentionally; , shall be determined by the signature page followsCommittee (or its designee).]

Section 280G. Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in this your Employment Agreement, if Executive is a in the event that any payments, distributions, benefits or entitlements of any type payable to you (“disqualified individualCIC Benefits”) (i) constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided (ii) but for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, paragraph would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in fullthe “Excise Tax”), whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, then your CIC Benefits shall be made reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of Golden Parachute Tax Solutions LLC, or such other nationally recognized certified public accounting firm as may be designated by reducingthe Company (the “Accounting Firm”), first, payments or benefits to be paid in cash hereunder in the order in which that without such payment or benefit reduction you would be paid or provided entitled to receive and retain, on a net after tax basis (beginning with such payment or benefit that would be made last in time and continuingincluding, to the extent necessarywithout limitation, 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 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 liabilities taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. [Unless the Company and you otherwise agree in writing, any determination required under this Section 16 shall be made in writing in good faith by the Accounting Firm. 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 under this Award Agreement and then by 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. For purposes of making the calculations required by this Section 16, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The remainder Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 16, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this page was left blank intentionally; Section 16. In connection with making determinations under this Section 16, the signature page followsAccounting Firm shall take into account the value of any reasonable compensation for services to be rendered by you before or after the Change of Control, including any non-competition provisions that may apply to you and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.]

Section 280G. Notwithstanding anything to the contrary in (a) If any payment or benefit you would receive under this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together when combined with any other payments and benefits which Executive has the right payment or benefit you receive pursuant to receive from the Company or any a Change-in-Control (for purposes of its affiliatesthis Section 2, a "Payment") would constitute a “"parachute payment” (as defined in " within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended (the "Code)") and, then the payments and benefits provided but for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall sentence, be subject to the excise tax imposed by Code Section 4999 (the "Excise Tax"), then such Payment shall be either: (i) the full amount of such Payment; or (ii) such lesser amount (a "Reduced Payment") as would result in no portion of the Code Payment being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. (b) paid With respect to Section 2(a), if there is more than one method of reducing the Reduced Payment amount that would result in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 no portion of the Code Payment being subject to the Excise Tax, then the Payment shall be reduced or eliminated in the following order: (i) cash payments; (ii) taxable benefits; (iii) nontaxable benefits; and any other applicable taxes). (iv) accelerated vesting of equity awards in a manner that maximizes the amount to be received by you. (c) The reduction determination of payments whether Section 2(a)(i) or (ii) applies, and benefits hereunder, the calculation of the amount of the Reduced Payment if applicable, shall be made performed by reducing, first, payments or benefits to a nationally recognized certified public accounting firm as may be paid in cash hereunder in designated by the order in which such payment or benefit would be paid or provided Company (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 similar order"Accounting Firm"). The determination as Accounting Firm shall provide detailed supporting calculations 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 both 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]you within fifteen

Section 280G. Notwithstanding anything any provision of this Agreement to the contrary contrary, in the event that: (a) The aggregate payments or benefits to be made or afforded to the Executive under this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive Agreement or from the Company or in any of its affiliates, other manner (the “Termination Benefits”) would constitute a be deemed to include an “excess parachute payment” (as defined in under Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended, (the “Code”) or any successor thereto, and (b) If such Termination Benefits were reduced to an amount (the “Non-Triggering Amount”), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall be which is one dollar ($1.00) less than an amount equal to three (3) times the Executive’s “base amount” ”, as determined in accordance with said Section 280G, and the Non-Triggering Amount would be greater than the aggregate value of Termination Benefits (as defined in Section 280G(b)(3without such reduction) minus the amount of the Code) and so that no portion of such amounts and benefits received tax required to be paid by Executive shall be subject to the excise tax imposed thereon by Section 4999 of the Code Code, then the Termination Benefits shall be reduced so that the Termination Benefits are not more than the Non-Triggering Amount. Termination Benefits shall be reduced as provided above, with the allocation of such reduction to be as mutually agreed between the Executive and the Company or, in the event the parties cannot agree, in the following order: (1) any lump sum severance based on a multiple of Base Salary or target bonus, (b2) paid in fullother cash amounts payable to the Executive, whichever produces the better net after-tax position to Executive (taking into account 3) any applicable excise tax under Section 4999 benefits valued as parachute payments, and (4) acceleration of the Code and vesting of any other applicable taxes)equity. The application of said Section 280G, and the allocation of the reduction of payments and benefits hereunder, if applicablerequired by this Paragraph 9, shall be made determined by reducingDeloitte & Touche or such other nationally recognized certified public accounting firm as may be designated by the Executive (provided however that if determinations similar to those required under this Section 9 have been previously commenced pursuant to another executive employment agreement with the Company in connection with such Change of Control, firstthen the same certified public accounting firm as is already being used for such determinations shall be used for the determinations under this Section 9, payments or benefits so that a single nationally recognized certified public accounting firm is making such determinations for all executives and the Company in connection with such Change of Control) (the “Accounting Firm”), that shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that Termination Benefits are to be paid in cash hereunder in or such earlier time as is requested by the order in which such payment Company. In the event that the Accounting Firm is serving as accountant or benefit would be paid auditor for the individual, entity or provided (beginning with such payment or benefit that would be made last in time and continuinggroup effecting the Change of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder, subject to the extent necessarysame proviso as above (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 Accounting Firm determines that Termination Benefits must be reduced pursuant to this Paragraph 9, through it shall furnish the Executive with a written opinion 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 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followseffect.]

Section 280G. Notwithstanding anything to (i) If any payment or benefit the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to will or may receive from the Company or any of its affiliates, Affiliates under this Agreement or otherwise (a “280G Payment”) would (x) constitute a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended, and the rules and regulations thereunder (the “Code”), then the payments and benefits provided (y) but for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then each such 280G Payment (collectively, the “Payments”) shall be reduced to the extent necessary for the Payments to equal, in the aggregate, the Reduced Amount. The “Reduced Amount” shall be either (1) the largest portion of the Payments that would result in no Excise Tax on the Payments (after reduction), or (b2) paid in fullthe total Payments, whichever produces amount (i.e., the better net amount determined by clause (1) or by clause (2)), after taking into account all applicable federal, state, and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax position to Executive (taking into account any applicable excise tax under Section 4999 basis, of the Code greater economic benefit notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. If a reduction in the Payments is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (1) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (ii) Notwithstanding any provision of Section 21(b)(i) to the contrary, if the Reduction Method or the Pro Rata Reduction Method would cause any portion of the Payments to be subject to taxes pursuant to Section 409A, and any other applicable taxes). The reduction state law of payments and benefits hereundersimilar effect that would not otherwise be subject to taxes pursuant to Section 409A, if applicablethen the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be made modified so as to avoid the imposition of taxes pursuant to Code Section 409A as follows: (x) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for Executive as determined on an after-tax basis; (y) as a second priority, Payments that are contingent on future events shall be reduced (or eliminated) before Payments that are not contingent on future events; and (z) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A. (iii) The Company shall appoint a nationally recognized accounting firm, law firm or consultancy to make the determinations required by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time this Section 21(b) and continuingshall, 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 similar order. The determination as to whether any such reduction in the amount consistent with Section 280G 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 accountantsCode, a law firm, or other valuation specialist selected by the Board in good faith prior all reductions to the consummation value of payments that might otherwise qualify as a “parachute payments” under such Section (including the applicable value of noncompetition restrictions and reasonable compensation for pre-and post-change in control transaction, and the applicable independent accountants, law firm, or other valuation specialist services). The Company 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 bear all expenses with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsdeterminations by such accounting firm, law firm or consultancy required to be made hereunder.]

Section 280G. (a) Notwithstanding anything any provision of this Agreement to the contrary in this Agreementcontrary, if any of the payments or benefits received or to be received by the Executive is in connection with the Executive’s termination of employment in respect of a Change in Control, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company (all such payments and benefits, being hereinafter referred to as the “disqualified individual” Total Payments”), would be subject to the excise tax (as defined in the “Excise Tax”) imposed under Section 280G(c) 4999 of the Code), the Executive shall receive the Total Payments and be responsible for the Excise Tax; provided, however that the Executive shall not receive the Total Payments and the payments Total Payments shall be reduced to the Safe Harbor Amount (defined below) if (1) the net amount of such Total Payments, as so reduced to the Safe Harbor Amount (and benefits provided for after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to (2) the net amount of such Total Payment without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which the Executive would be subject in this Agreement, together with any other payments and benefits respect of such unreduced Total Payments). The “Safe Harbor Amount” is the amount to which Executive has the right Total Payments would hypothetically have to receive from be reduced so that no portion of the Company or Total Payments would be subject to the Excise Tax. (b) For purposes of determining whether any of its affiliatesthe Total Payments will be subject to the Excise Tax and the amount of such Excise Tax, would constitute a (1) all of the Total Payments shall be treated as “parachute paymentpayments” (as defined in within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), then such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the payments and benefits provided for in this Agreement Code, (2) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be either treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (ain whole or in part) reduced represent reasonable compensation for services actually rendered (but not below zerowithin the meaning of Section 280G(b)(4)(B) so that of the present value Code) in excess of such total amounts and benefits received by Executive from the Company or any base amount (within the meaning 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) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (3) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. If the Auditor is prohibited by applicable law or regulation from performing the duties assigned to it hereunder, then a different auditor, acceptable to both the Company and the Executive, shall be selected. The fees and expenses of Tax Counsel and the Auditor shall be paid by the Company. (c) In the event it is determined that the Safe Harbor Amount is payable to the Executive, then the severance payments provided under Section 7.6 which are cash shall first be reduced on a pro rata basis, and the non-cash severance payments shall thereafter be reduced on a pro rata basis, to the extent necessary so that no portion of such amounts and benefits received by Executive shall be the Total Payments is subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsExcise Tax.]

Section 280G. Notwithstanding anything to In the contrary event that the Company undergoes a change in this Agreement, if Executive is a “disqualified individual” control after it (as defined in Section 280G(c) or any of the Code), and the payments and benefits provided for in this Agreementits Affiliates that would be treated, together with the Company, as a single corporation under Section 280G of the Code and the regulations thereunder) has stock that is readily tradeable on an established securities market (within the meaning of Section 280G of the Code and the regulations thereunder), if all, or any portion, of the payments provided under this Award Agreement, either alone or together with other payments and or benefits which Executive has the right Participant receives or is entitled to receive from the Company or any of its affiliatesan Affiliate, would could constitute a an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(2) 280G of the Code), then the payments and benefits provided for in this Agreement Executive shall be either entitled to receive (ai) reduced (but not below zero) so that the 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 an amount limited so that no portion thereof shall fail to be tax deductible under Section 280G of such amounts and benefits received the Code (the “Limited Amount”), or (ii) if the amount otherwise payable hereunder (without regard to clause (i)) reduced by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or and all other applicable federal, state and local taxes (bwith income taxes all computed at the highest applicable marginal rate) paid in fullis greater than the Limited Amount reduced by all taxes applicable thereto (with income taxes all computed at the highest marginal rate), whichever produces the better net amount otherwise payable hereunder. If it is determined that the Limited Amount will maximize the Participant’s after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of proceeds, payments and benefits hereunder, if applicable, shall be made by reducing, reduced to equal the Limited Amount in the following order: (i) first, payments or benefits to be paid in by reducing cash hereunder in the order in which such payment or benefit would be paid or provided severance payments, (beginning with such payment or benefit that would be made last in time and continuingii) second, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, by reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the other payments and benefits provided hereunder is necessary to which Q&A 24(c) of Section 1.280G-1 of the Treasury Regulations does not apply, and (or whether Executive would be subject to iii) finally, by reducing all remaining payments and benefits, with all such excise taxreductions done on a pro rata basis. All determinations made pursuant this Section 6(b) shall will be made at the Company’s expense of by the independent public accounting firm most recently serving as the Company’s outside auditors or such other accounting or benefits consulting group or firm as 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsmay designate.]

Section 280G. (i) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if Executive is a “disqualified individual” (as defined in Section 280G(c) of to the Code), and extent that the payments and benefits provided under this Agreement and benefits provided to, or for in this Agreementthe benefit of, together with Employee under any other Company plan or agreement (such payments and or benefits which Executive has are collectively referred to as the right “Benefits”) would be subject to receive from the Company or any of its affiliates, would constitute a excise tax (the “parachute payment” (as defined in Excise Tax”) imposed under Section 280G(b)(2) 4999 of the Code), then the payments and benefits provided for in this Agreement Benefits shall be either (a) reduced (but not below zero) so that the present value of such total amounts if 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of extent that a reduction in the Code or (b) paid Benefits would result in fullEmployee retaining a larger amount, whichever produces the better net on an after-tax position to Executive basis (taking into account federal, state and local income taxes and the Excise Tax), than 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, any applicable excise tax under such notice consistent with the requirements of Section 4999 409A of the Code and 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 (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 paid the farthest in time from the Determination (as defined below). Any notice given by Employee pursuant to the preceding sentence shall take precedence over the provisions of any other applicable taxes)plan, arrangement or agreement governing Employee’s rights and entitlements to any benefits or compensation. (ii) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company and acceptable to Employee (the “Firm”) at the Company’s expense. The reduction Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and Employee within ten business days of payments and benefits hereunderthe date of termination of Employee’s employment, if applicable, shall be made or such other time as reasonably requested by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsEmployee.]

Section 280G. Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in this your Employment Agreement, if Executive is a in the event that any payments, distributions, benefits or entitlements of any type payable to you (“disqualified individualCIC Benefits”) (i) constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided (ii) but for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, paragraph would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in fullthe “Excise Tax”), whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, then your CIC Benefits shall be made reduced to such lesser amount (the “Reduced Amount”) that would result in no portion of such benefits being subject to the Excise Tax; provided that such amounts shall not be so reduced if the Company determines, based on the advice of Golden Parachute Tax Solutions LLC, or such other nationally recognized certified public accounting firm as may be designated by reducingthe Company (the “Accounting Firm”), first, payments or benefits to be paid in cash hereunder in the order in which that without such payment or benefit reduction you would be paid or provided entitled to receive and retain, on a net after tax basis (beginning with such payment or benefit that would be made last in time and continuingincluding, to the extent necessarywithout limitation, 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 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 liabilities taxes payable under Section 4999 of the Code), an amount that is greater than the amount, on a net after tax basis, that you would be entitled to retain upon receipt of the Reduced Amount. [Unless the Company and you otherwise agree in writing, any determination required under this Section 19 shall be made in writing in good faith by the Accounting Firm. 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 under this Award Agreement and then by 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. For purposes of making the calculations required by this Section 19, the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The remainder Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 18, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this page was left blank intentionally; Section 19. In connection with making determinations under this Section 19, the signature page followsAccounting Firm shall take into account the value of any reasonable compensation for services to be rendered by you before or after the Change of Control, including any non-competition provisions that may apply to you and the Company shall cooperate in the valuation of any such services, including any non-competition provisions.]

Section 280G. Notwithstanding anything (a) At the request of Parent, and within ten (10) business days following the date of any such request, the Company will provide or make available to Parent a report detailing the contrary in this Agreementpossible tax consequences of Section 280G of the Code for any current or former employee, if Executive officer, director or individual independent contractor of the Company or any Subsidiary who is reasonably likely to be a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code), and which will be prepared by, ▇▇▇▇▇▇▇ & Marsal Holdings, LLC, BDO USA, LLP or another nationally recognized accounting firm reasonably acceptable to Parent. (b) To the payments and benefits provided for in this Agreement, together with extent any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute paymentdisqualified individual” (as defined in within the meaning of Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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) 280G of the Code) will or may receive severance or other benefits that could constitute “parachute payments” within the meaning of Section 280G of the Code as a result of the transactions contemplated by this Agreement, the Company will use reasonable best efforts to, subject to the affected individual’s consent, amend any Company Employee Plan with any such disqualified individual to provide that in the event the severance and so that no portion other benefits payable to such individual (i) constitute “parachute payments” within the meaning of such amounts Section 280G of the Code, and benefits received by Executive shall (ii) but for this sentence would be subject to the excise tax imposed by Section 4999 of the Code Code, then such individual’s benefits will be either: (a) delivered in full, or (b) paid delivered to such lesser extent which would result in full, whichever produces no portion of such benefits being subject to the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code Code, whichever of the foregoing amounts, taking into account the applicable federal, state and any other applicable taxes). The reduction local income taxes and the excise tax imposed by Section 4999 of payments and benefits hereunderthe Code, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder results 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 continuingreceipt by the individual on an after-tax basis, to of 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 similar order. The determination as to whether any such reduction in the greatest amount of the payments and benefits, notwithstanding that all or some portion of such benefits provided hereunder is necessary (or whether Executive would may 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 liabilities taxable under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. Notwithstanding anything any other provision of this Agreement or any other plan, arrangement or agreement to the contrary in this Agreementcontrary, if Executive (1) Employee is a “disqualified individualDisqualified Individual” (as defined in Section 280G(c) 280G of the Code)Internal Revenue Code of 1986, as amended, and any applicable regulations thereunder (“Section 280G”)) and (2) any of the payments and or benefits provided or to be provided by the Company or its affiliates to Employee or for in the Employee’s benefit pursuant to the terms of this AgreementAgreement or otherwise, individually or together with any other payments and benefits which Executive Employee has the right to receive from the Company or any of its affiliatesCompany, would constitute a “parachute payment” within the meaning of Section 280G (as defined in the “Parachute Payment(s)”) and would, but for this Section 280G(b)(2) 24, be subject to the excise tax imposed under Section 4999 of the CodeCode (or any successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive Employee from the Company or any of its Affiliates which constitute Parachute Payments shall be reduced in a manner determined by the Company that is consistent with the requirements of Section 409A to an amount equal, in the aggregate, to one dollar ($1.00) less than three (3) times Executivethe Employee’s “base amount” (as defined in amount within the meaning of Section 280G(b)(3) of the Code) and 280G, so that no portion of such amounts and benefits the Parachute Payments received by Executive Employee shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in fullExcise Tax, whichever if and only if such reduction produces the a better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code Excise Tax and any other applicable taxes). The reduction of income tax) than if the total payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits owed to be Employee were 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 full and continuing, subject 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 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page follows.]

Section 280G. (a) Notwithstanding anything to the contrary herein, Section 10(b) shall apply in this Agreement, if Executive is a “disqualified individual” (as defined in the event that the Company satisfies the requirement of Section 280G(c280G(b)(5)(A)(ii)(I) of the Code. In the event that the Company does not satisfy such requirement, Section 10(c), not Section 10(b), shall apply. (b) Prior to any change described in Section 280G(b)(A)(i) of the Code (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 non-cash benefits and the payments and benefits provided for in accelerated vesting of stock options) under this Agreement, together with Agreement or under any other payments and benefits which Executive has plan, agreement or arrangement with the right to receive from Company, any person whose actions result in a Section 280G Transaction or any person affiliated with the Company or such person (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Section 280G (collectively, the “Potential Parachute Payments”). In the event that the shareholders of the Company do not approve the Employee’s Potential Parachute Payments in accordance with Section 280G(b)(5)(B) of the Code, the Employee will have no right or entitlement to receive or retain, as the case may be, that portion of his Potential Parachute Payments that would otherwise cause any portion of any of its affiliates, would constitute a his Potential Parachute Payments to be treated as an “excess parachute payment” (as defined in within the meaning of Section 280G(b)(2280G). (c) In the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, but for this Section 10(c), any of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall Payments will be subject to the any excise tax imposed by pursuant to Section 4999 of the Code or any similar or successor provision (bthe “Excise Tax”), the Company shall pay to the Employee either (i) paid in fullthe 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 produces of the better net foregoing amounts results in the receipt by the Employee, on an after-tax position basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to Executive the Excise Tax. For purposes of determining whether an Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Payments, (taking i) there shall be taken into account any Excise Tax and all applicable excise tax 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 4999 68 of the Code and any other limitations applicable taxesto the deduction of state and local income taxes under the Code). The reduction . (d) All calculations and determinations under this Section 10, including application and interpretation of payments the Code and benefits hereunderrelated regulatory, if applicableadministrative and judicial authorities, shall be made by reducing, first, payments an independent accounting firm or benefits to be paid in cash hereunder in independent tax counsel appointed by the order in which such payment or benefit would be paid or provided Company (beginning with such payment or benefit that would be the “Tax Advisor”). All determinations made last in time and continuing, to by 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 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) Tax Advisor under this Section 10 shall be made at the expense of conclusive and binding on both the Company by a firm of independent accountants, a law firm, or other valuation specialist selected by and the Board in good faith prior to the consummation of the applicable change in control transactionEmployee, and the applicable independent accountants, law firm, or other valuation specialist Company shall consider cause the value of Executive’s restrictive covenants (including Tax Advisor to provide its determinations and any supporting calculations with respect to 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 Employee to the Company upon notification that an overpayment has been madeand the Employee. Nothing 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 28 shall require 10, after taking into account the information provided by the Company to provide a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 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. [The remainder Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 10. In the event that Section 10(c) applies, the Employee shall be entitled to specify which of this page was left blank intentionally; the signature page followsPayments shall be reduced if the Employee will be paid the Capped Benefits rather than the full amount of the Payments and, if the Employee does not so specify, the Company shall make any such determination.]

Section 280G. Notwithstanding anything else in this Agreement to the contrary contrary, in the event that it shall be determined that any payments or distributions by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this AgreementAgreement or otherwise (together, if Executive is a the “disqualified individualPayments”) would constitute “parachute payments” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement Payments shall be payable either in (ai) reduced full or (but not below zeroii) so that the present value of as to 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 lesser amount which would result in Section 280G(b)(3) of the Code) and so that no portion of such amounts and benefits received by Executive shall be Payments being subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code, such that the Executive shall receive the greater, on an after-tax basis, of either (i) or (ii) above, as determined by an independent accountant or tax advisor (“Independent Tax Advisor”) selected by the Company. [The remainder In the event that the Payments are to be reduced pursuant to this Section 5, such Payments shall be reduced as determined by the Independent Tax Advisor such that the reduction of compensation to be provided to or for the benefit of the Executive as a result of this page was left blank intentionallySection 5 is minimized and to effectuate that, Payments shall be reduced (i) by first reducing or eliminating the portion of such Payments which is not payable in cash (other than that portion of such payments that is subject to clause (iii) below), (ii) then by reducing or eliminating cash Payments (other than that portion of such Payments subject to clause (iii) below) and (iii) then by reducing or eliminating the portion of such Payments (whether or not payable in cash) to which Treas. Reg. §1.280G-1 Q/A 24(c) (or any successor provision thereto) applies, in each case in reverse order beginning with Payments which are to be paid the farthest in time from the date of the transaction constituting a change in ownership of the Company within the meaning of Section 280G of the Code. Any reductions made pursuant to this Section 5 shall be made in a manner consistent with the requirements of Section 409A and where two economically equivalent amounts are subject to reduction but payable at different times, such amounts shall be reduced on a pro rata basis but not below zero. If any dispute arises between the Company (or any successor) and the Executive regarding the Executive’s right to payments under this Section 5, the Executive shall be entitled to recover his attorneys’ fees and costs incurred in connection with such dispute if the Executive is determined to be the prevailing party. The following additional terms and conditions shall apply to the reimbursement of any attorneys’ fees and costs: (i) the attorneys’ fees and costs must be incurred by the Executive within five years following the date of the Executive’s termination or resignation; (ii) the signature page followsattorneys’ fees and costs shall be paid by the Company by the end of the taxable year following the year in which the attorneys’ fees and costs were incurred; (iii) the amount of any attorneys’ fees and costs paid by the Company in one taxable year shall not affect the amount of any attorneys’ fees and costs to be paid by the Company in any other taxable year; and (iv) the Executive’s right to receive attorneys’ fees and costs may not be liquidated or exchanged for any other benefit.]

Section 280G. (i) Notwithstanding anything contained in this Agreement to the contrary in this Agreementcontrary, if Executive is a “disqualified individual” (as defined in Section 280G(c) of to the Code), and extent that the payments and benefits provided under this Agreement and benefits provided to, or for in this Agreementthe benefit of, together with Employee under any other Company plan or agreement (such payments and or benefits which Executive has are collectively referred to as the right “Benefits”) would be subject to receive from the Company or any of its affiliates, would constitute a excise tax (the “parachute payment” (as defined in Excise Tax”) imposed under Section 280G(b)(2) 4999 of the Code), then the payments and benefits provided for in this Agreement Benefits shall be either (a) reduced (but not below zero) so that the present value of such total amounts if 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of extent that a reduction in the Code or (b) paid Benefits would result in fullEmployee retaining a larger amount, whichever produces the better net on an after-tax position to Executive basis (taking into account federal, state and local income taxes and the Excise Tax), than 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, any applicable excise tax under such notice consistent with the requirements of Section 4999 409A of the Code and 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 (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 paid the farthest in time from the Determination (as defined below). Any notice given by Employee pursuant to the preceding sentence shall take precedence over the provisions of any other applicable taxes)plan, arrangement or agreement governing Employee’s rights and entitlements to any benefits or compensation. (ii) A determination as to whether the Benefits shall be reduced to the Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company and acceptable to Employee (the “Firm”) at the Company’s expense. The reduction Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and Employee within ten business days of payments and benefits hereunderthe date of termination of Employee’s employment, if applicable, shall be made or such other time as reasonably requested by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsEmployee.]

Section 280G. Notwithstanding anything any other provision of this letter or any other plan, arrangement or agreement to the contrary contrary, in this Agreement, if Executive is a “disqualified individual” the event that: (as defined in Section 280G(ca) of the Code), and the aggregate payments and or benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right or to receive from be provided by the Company or its affiliates to you or for your benefit pursuant to the terms of this letter or otherwise that are deemed to be “parachute payments” within the meaning of Section 280G of the Code or any successor thereto (“Change of its affiliates, Control Benefits”) would constitute a be deemed to include an “excess parachute payment” (as defined in under Section 280G(b)(2) 280G of the CodeCode (or any successor provision thereto); and (b) if such Change of Control Benefits were reduced to an amount (the “Non-Triggering Amount”), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by Executive from the Company or any of its Affiliates shall be which is one dollar ($1.00) less than an amount equal to three (3) times Executive’s your “base amount,” (as defined determined in accordance with Section 280G(b)(3) 280G of the CodeCode or (any successor provision thereto); and (i) the Non-Triggering Amount less the product of the aggregate marginal rate of any applicable federal, state and so that no portion local income taxes times the Non-Triggering Amount would be greater than (ii) the aggregate value of the Change of Control Benefits (without such amounts and benefits received reduction) minus (x) the aggregate amount of tax required to be paid by Executive shall be subject to the excise tax imposed you thereon by Section 4999 of the Code (or any successor provision thereto) and any similar excise tax imposed by state or local law and further minus (by) paid in full, whichever produces the better net after-tax position to Executive (taking into account product of the Change of Control Benefits times the aggregate marginal rate of any applicable excise tax under Section 4999 federal, state and local income taxes; then (d) the Change of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, Control Benefits shall be made by reducingreduced to the Non-Triggering Amount. In such event, first, payments or benefits to the Aggregate Payments shall be paid in cash hereunder reduced in the order in which such payment or benefit would be paid or provided following order: (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 timeA) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the cash payments and benefits provided hereunder is necessary (or whether Executive would be not 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 liabilities under Section 4999 409A of the Code; (B) cash payments subject to Section 409A of the Code; (C) equity-based payments and acceleration; and (D) non-cash forms of benefits. [The remainder of this page was left blank intentionally; To the signature page followsextent any payment is to be made over time (e.g., in installments, etc.]), then the payments shall be reduced in reverse chronological order.

Section 280G. (a) Notwithstanding anything to the contrary in this Agreementherein, if it shall be determined that any payment or benefit hereunder or under any other plan or agreement or otherwise (collectively, “Payments”) would constitute an “excess parachute payment” to the Executive is a “disqualified individual” (as defined in within the meaning of Section 280G(c) 280G of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, thus would constitute a “parachute payment” (as defined in not be deductible under Section 280G(b)(2) 280G of the Code), then the payments Code and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (b) paid “280G Tax”), and if and only if the Executive would be in full, whichever produces the a better net after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to Executive (taking into account the extent necessary to eliminate any applicable excise tax Payments or portion of the Payments from being non-deductible under Section 4999 280G(b)(1) of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, thereby not subject 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 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 liabilities under imposed 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 Company determines that the Payments constitute “non-qualified deferred compensation” under Section 409A, any reduction in the Payments required to be made pursuant to this Paragraph 4(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 equity award acceleration, and in the 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 scheduled dates or times for the payment or provision of such Payments. (b) If any dispute between the Company and Executive as to any of the amounts to be determined under Paragraph 4(a), or the method of calculating such amounts, cannot be resolved by Executive and the Company, either the Company or Executive after giving three (3) days written notice to the other, may refer the dispute to a tax partner in the Boston, Massachusetts office of a firm of independent certified public accountants selected jointly by Executive and the Company. The remainder determination of this page was left blank intentionally; such partner as to the signature page followsamount to be determined under Paragraph 4(a) and the method of calculating such amounts shall be final and binding on Executive and the Company. The Company shall bear the costs of any such determination.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(ca) of the Code), and the payments and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in Payments under this Agreement shall be either (a) reduced (but not below zero) so that made without regard to whether the present value deductibility of such total amounts and benefits received by Executive from the Company payments (or any of its Affiliates shall be one dollar ($1.00) less than three times Executive’s other “base amountparachute payments,” (as that term is defined in Section 280G(b)(3) 280G of the Code, to or for the benefit of the Executive) would be limited or precluded by Section 280G of the Code and without regard to whether such payments (or any other “parachute payments” as so defined) would subject the Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that no portion if the total of all payments to or for the benefit of the Executive, after reduction for all federal taxes (including the tax described in Section 4999 of the Code, if applicable, with respect to such payments) (the “Executive’s total after tax payments”), would be increased by the limitation or elimination of any payment under this Agreement or otherwise, then such amounts and benefits received by Executive payable hereunder or otherwise shall be subject reduced to the extent, and only to the extent, necessary to maximize the Executive’s total after tax payments. For the avoidance of doubt, in no event shall the Executive be entitled to any tax gross-up payment with respect to any federal excise tax imposed by levied under Section 4999 of the Code or with respect to the payment or provision of any excess parachute payments. (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The determination as to whether any such reduction and to what extent payments under this Agreement or otherwise are required to be reduced in the amount of the payments and benefits provided hereunder is necessary accordance with subsection (or whether Executive would be subject to such excise taxa) above shall be made at the Company’s expense by the Accountants. In the event that any payments under this Agreement or otherwise are required to be reduced as described in this Section 12, the adjustment will be made, first, by reducing the cash payments, if any, due to the Executive pursuant to Sections 5(d)(ii)(A) and (B), 5(g)(i)(B)(I) and (II) or 5(g)(ii)(A) and (B), as applicable; second, if additional reductions are necessary, by reducing the benefits due to the Executive under Section 5(d)(ii)(C), 5(g)(i)(B)(III), or 5(g)(ii)(C), as applicable; and third, if additional reductions are still necessary, by eliminating the accelerated vesting of equity-based awards, starting with those awards for which the amount required to be taken into account under the Section 280G rules is the greatest. In the event that there has been any underpayment or overpayment under this Agreement or otherwise as determined by the Accountants, the amount of such underpayment or overpayment shall forthwith be paid to the Executive or refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Company by a Code. (c) For purposes of this Section 12, the term “Accountants” means the independent public accounting firm of independent accountants, a law firm, or other valuation specialist selected by most recently serving as the Board in good faith Company’s outside auditors prior to the consummation of the applicable change Change in control transaction, and the applicable independent accountants, law firmControl, or such other valuation specialist shall consider the value of Executive’s restrictive covenants (including the non-competition restrictions set forth herein) accounting or benefits consulting firm 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 may designate prior to a Change 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsControl.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(ca) If all or any portion of the Code), and the payments and benefits provided for in to Executive under this Agreement, together with or any other payments and benefits which Executive has payment or benefit (including under any plan or arrangement adopted in the right to receive from the Company or any of its affiliatesfuture), would otherwise constitute a “excess parachute paymentpayments” (as defined in within the meaning of Section 280G(b)(2) 280G of the CodeCode (“Payments”), then the payments and benefits provided for in this Agreement amount of such Payments shall be either (a) reduced (but not below zero) so to an amount that would result in there being no excess parachute payments; provided, however, that the present value of foregoing reduction will be made only if and to the extent that such total amounts and benefits received by Executive from reduction would result in an increase in the Company or any of its Affiliates shall aggregate Payments to be one dollar provided, determined on an after-tax basis ($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 of such amounts and benefits received by Executive shall be subject to taking into account the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), any tax imposed by any comparable provision of state law, and any applicable federal, state and local income and employment taxes). If any such reduction is necessary hereunder, cash payments shall be modified or reduced first, against the latest amounts otherwise payable, and then any other benefits on a prorated basis. Determination of whether the Payments would constitute an excess parachute payment, and the amount of reduction so that no excess parachute payments shall exist, shall be made, at the Employer’s expense, by the independent accounting firm employed by the Employer immediately prior to the occurrence of any Change in Control (the “Determination Firm”). The determination of the Determination Firm will be binding upon the Employer and Executive. (b) paid in full, whichever produces the better net after-tax position This Agreement contains covenants of Executive to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, refrain from certain activities deemed harmful to the extent necessary, through Employer for a set period of time in exchange for the promises contained herein. If Executive is deemed eligible to such payment or benefit receive Payments under this Agreement that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 could be subject to such excise tax) the Excise Tax, the Employer shall be made at seek a valuation from 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 Determination Firm to the consummation of the applicable change in control transaction, and the applicable independent accountants, law firm, or other valuation specialist shall consider determine the value of Executive’s restrictive the 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 contained in this Section 28 Agreement and such amount shall require the Company be allocated to provide such arrangements and be excluded from treatment as a gross-up payment to Executive with respect to Executive’s excise tax liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsPayment.]

Section 280G. a. Notwithstanding anything in this Agreement to the contrary contrary, if any of the compensation or benefits payable, or to be provided, to the Employee by the Company under this Agreement are treated as Excess Parachute Payments (whether alone or in conjunction with payments or benefits outside of this Agreement, if Executive is a “disqualified individual” (as defined in Section 280G(c) of the Code), and the payments compensation and benefits provided for in this Agreement, together with any other payments and benefits which Executive has the right to receive from the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in under this Agreement shall be either modified or reduced in the manner provided in Subsection (ab) reduced (but not below zero) to the extent necessary so that the present value of such total amounts compensation and benefits received by Executive from payable or to be provided to Employee under this Agreement that are treated as Parachute Payments, as well as any compensation or benefits provided outside of this Agreement that are so treated, shall not cause the Company to have paid an Excess Parachute Payment. In computing such amount, the parties shall take into account all provisions of Code Section 280G, and the regulations thereunder, including making appropriate adjustments to such calculation for amounts established to be Reasonable Compensation. b. In the event that the amount of any Parachute Payments which would be payable to or for the benefit of the Employee under this Agreement must be modified or reduced to comply with this Section 4, any of its Affiliates reduction shall be one dollar ($1.00) less than three times Executive’s “base amount” (as defined made by the Company in accordance with the requirements of Section 280G(b)(3) 409A of the CodeCode and the following: (i) and so that no portion The Parachute Payments which do not constitute nonqualified deferred compensation subject to Section 409A of such amounts and benefits received by Executive the Code shall be subject reduced first; and (ii) All other Parachute Payments shall then be reduced as follows: (A) cash payments shall be reduced before non-cash payments; and (B) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. c. This Section 4 shall be interpreted so as to avoid the imposition of excise tax imposed by taxes on the Employee under Section 4999 of the Code or (bthe disallowance of a deduction to the Company pursuant to Section 280G(a) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code with respect to amounts payable under this Agreement. In connection with any Internal Revenue Service examination, audit or other inquiry, the Company and any other applicable taxes). The reduction of payments Employee agree to take action to provide, and benefits hereunderto cooperate in providing, evidence to the Internal Revenue Service (and, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit state revenue department) 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 similar order. The determination as to whether any such reduction in the amount of the payments compensation and benefits provided hereunder is necessary (or whether Executive would be subject to such excise tax) shall be made at under this Agreement do not result in the expense payment 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 liabilities under Section 4999 of the Code. [The remainder of this page was left blank intentionally; the signature page followsExcess Parachute Payments.]

Section 280G. Notwithstanding anything (a) If (i) the aggregate of all amounts and benefits due to the contrary in Executive under this AgreementAgreement or under any other Company arrangement would, if received by the Executive in full and valued under Section 280G of the Code, constitute “parachute payments” as defined in and under Section 280G of the 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 the Executive would receive, after all taxes, if the Executive received aggregate 280G Benefits equal (as valued under Section 280G of the Code) to only three times the Executive’s “base amount” as defined in and under Section 280G of the Code, less $1.00, then (iii) such 280G Benefits as the Executive shall select shall (to the extent that the reduction of such 280G Benefits can achieve the intended result and such 280G Benefits are not subject to Section 409A of the Code) be reduced or eliminated to the extent necessary so that the aggregate 280G Benefits received by the Executive will not constitute parachute payments. Notwithstanding the foregoing, if any 280G Benefits are subject to Section 409A of the Code or if the Executive fails to select an order under the preceding sentence, any such reduction shall occur in the following order: (i) by eliminating the acceleration of vesting of any stock options for which the exercise price exceeds the fair market value (and if there is more than one option award so outstanding, then the acceleration of the vesting of the most “under water” option shall be reduced first, and so-on); (ii) by reducing any cash payments not subject to Section 409A of the Code; (iii) by reducing any benefit continuation payments (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (iv), by reducing any cash payments that are subject to Section 409A of the Code (and if there be more than one such payment, by reducing the payments in reverse order, with the payments made the earliest being reduced first); (v) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to performance-based vesting (and if there be more than one such award held by the Executive, by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); (vi) by reducing the payments of any restricted stock, restricted stock units, performance awards or similar equity-based awards that have been awarded to the Executive by the Company that are subject to time-based vesting (and if there be more than one such award held by Executive, by reducing the awards in the reverse order of the date of their award, with the most-recently awarded reduced first and the oldest award reduced last); and (vii) by reducing the acceleration of vesting of any stock options that are not described in (i), above. (b) The determinations with respect to this Section 7.2 shall be made by an independent auditor (the “Auditor”) paid by the Company. The Auditor shall be the Company’s regular independent auditor unless the Executive reasonably objects to the use of that firm, in which event the Auditor will be a nationally recognized United States public accounting firm chosen by the Parties. (c) It is possible that after the determinations and selections made pursuant to this Section 7.2, the Executive will receive 280G Benefits that are, in the aggregate, either more or less than the amount provided under this Section 7.2 (hereafter referred to as an “disqualified individualExcess Payment” or “Underpayment,” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then the Executive shall promptly pay an amount equal to the Excess Payment to the Company, together with interest on such amount at the applicable federal rate (as defined in and under Section 280G(c1274(d) of the Code)) from the date of the Executive’s receipt of such Excess Payment until the date of such payment. In the event that it is determined (i) by a court or (ii) by the Auditor upon request by a Party, and that an Underpayment has occurred, the payments and benefits provided for in this AgreementCompany shall promptly pay an amount equal to the Underpayment to the Executive, together with interest on such amount at the applicable federal rate from the date such amount would have been paid to the Executive had the provisions of this Section 7.2 not been applied until the date of such payment. (d) Notwithstanding the foregoing, if it appears that any amount or benefit that is to be paid to the Executive under this Agreement or any other payments and benefits which Executive has the right to receive from the Company plan, program, agreement, or any arrangement of its affiliates, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), then the payments and benefits provided for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall be subject to the excise tax imposed by Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to Executive (taking into account any applicable excise tax under Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a 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 may constitute 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 liabilities under Section 4999 280G(b)(2) of the Code. [The remainder , the Company shall use its best reasonable efforts to obtain shareholder approval of this page was left blank intentionally; such payments for purposes of Section 280G(b)(5) of the signature page followsCode.]

Section 280G. Notwithstanding anything to the contrary in this Agreement, if Executive is a “disqualified individual” If any payment or benefit (as defined in Section 280G(c) of the Code), and the including payments and benefits provided for in pursuant to this Agreement, together ) that you would receive in connection with any other payments and benefits which Executive has the right to receive a Change in Control from the Company or any of its affiliates, otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” (as defined in within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code (the “Code”), then the payments and benefits provided (ii) but for in this Agreement shall be either (a) reduced (but not below zero) so that the 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 of such amounts and benefits received by Executive shall sentence, be subject to the excise tax imposed by Section 4999 of the Code or (b) the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to you, which of the following two alternative forms of ▇▇▇▇ ▇▇▇▇▇▇▇ February 4, 2015 payment would result in fullyour receipt, whichever produces the better net on an after-tax position basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to Executive the Excise Tax: (taking 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”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account any all applicable excise tax under Section 4999 federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the Code maximum reduction in federal income taxes which could be obtained from a deduction of such state and any other applicable local taxes). The If a Reduced Payment is made, (x) you shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to you as determined in this paragraph. If more than one method of payments reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. Unless you and benefits hereunderthe Company otherwise agree in writing, if applicable, any determination required under this paragraph shall be made in writing by reducingthe Company’s independent public accountants (the “Accountants”), first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time) and, then, reducing any benefit to be provided in-kind hereunder in a similar order. The whose 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 conclusive and binding upon you and the Company for all purposes. For purposes of making the calculations required by a firm of independent accountantsthis paragraph, a law firmthe Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, or other valuation specialist selected by the Board in good faith prior to interpretations concerning the consummation application of the applicable change in control transaction, Sections 280G 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 liabilities under Section 4999 of the Code. [You and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The remainder Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph as well as any costs incurred by you with the Accountants for tax planning under Sections 280G and 4999 of this page was left blank intentionally; the signature page followsCode.]