Common use of Section 280G Clause in Contracts

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received that the Executive may receive following a change of control of either of the Companies or to be received by any of their Affiliates, the Executive’s termination of employment, or otherwise, whether or not payable or provided under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “PaymentsPayment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the extent necessary so Reduced Amount. The “Reduced Amount” shall be either (A) the largest portion of the Payment that would result in no portion thereof shall of the Payment being subject to the Excise Tax or (B) the largest portion, up to and including the total amount, of the Payment, whichever of the amounts determined under (A) and (B), 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 basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such . If a reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives in payments or is then entitled to receive from the Company that would constitute benefits constituting “parachute payments” within is necessary so that the meaning Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of Section 280G cash payments; cancellation of accelerated vesting of outstanding equity awards; and reduction of employee benefits. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the Code, less (ii) the amount date of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time grant of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments Executive’s outstanding equity awards. All calculations and benefits described in (b)(i) above. (c) All determinations under made pursuant this Section 7 5(f) will be made by an independent accounting or consulting firm or law firm independent tax counsel appointed by the Companies (the “280G FirmTax Counsel”) that is mutually agreed to by Executive whose determinations shall be conclusive and binding on the Companies and the Company prior to a change in ownership or control Executive for all purposes. For purposes of a corporation (within making the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be calculations and determinations required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 5(f), the Tax Counsel may rely on reasonable, good faith assumptions and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in approximations concerning the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (ai) Executive shall bear all expense Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, and Employee under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”) imposed under Section 4999 of the Code, the Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax); provided, howeverthan if Employee received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Employee shall have given prior written notice specifying a different order to the Company to effectuate the Limited Benefit Amount, that any such notice consistent with the requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Benefits by first reducing or eliminating amounts which are payable from any cash severance, then from any payment in respect of an equity award that is not covered by Treas. Reg. Section 1.280G-1 Q/A-24(b) or benefit received (c), then from any payment in respect of an equity award that is covered by Treas. Reg. Section 1.280G-1 Q/A-24(c), in each case in reverse order beginning with payments or benefits which are to be received paid the farthest in time from the Determination (as defined below). Any notice given by Executive, whether payable under Employee pursuant to the terms preceding sentence shall take precedence over the provisions of this Agreement or any other plan, arrangement or agreement with Company governing Employee’s rights and entitlements to any benefits or an affiliate of Company compensation. (collectively, ii) A determination as to whether the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, Benefits shall be reduced to the extent necessary so that no portion thereof shall be subject Limited Benefit Amount pursuant to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) this Agreement and the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing such Limited Benefit Amount shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an the Company’s independent public accountants or another certified public accounting firm or law executive compensation consulting firm of national reputation designated by the Company and acceptable to Employee (the “280G Firm”) that is mutually agreed to by Executive and at the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code)Company’s expense. The 280G Firm shall be required to evaluate provide its determination (the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and “Determination”), together with detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive documentation to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 Employee within ten (10) business days of the Code date of termination of Employee’s employment, if applicable, or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession such other time as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeCompany or Employee.

Section 280G. If any payment or distribution by Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement or the lapse or termination of any restriction on or the vesting or exercisability of any payment or benefit (a) Executive shall bear all expense ofeach a “Payment”), and would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law (such excise tax being or taxes are hereafter collectively referred to as the “Excise Tax”); provided, however, that any payment or benefit received or then the aggregate amount of Payments payable to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, Executive shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Executive without incurring an excise tax (the “Safe-Harbor Amount”) in accordance with the immediately following sentence; provided that such reduction shall only be subject imposed if the aggregate after-tax value of the Payments retained by Executive (after giving effect to such reduction) is equal to or greater than the aggregate after-tax value (after giving effect to the Excise Tax, but only if, by reason ) of the Payments to Executive without any such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no . Any such reduction was made. (b) The “net after-tax benefit” shall mean be made in the following order: (i) the Payments which Executive receives or is then entitled first, any future cash payments (if any) shall be reduced (if necessary, to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less zero); (ii) the amount of second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all federalnon-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, state to zero); and local income and employment taxes payable by Executive (iv) fourth, all equity or equity derivative payments shall be reduced. The determinations to be made with respect to the foregoing calculated at the highest marginal income tax rate for each year in this Paragraph shall be made by Company’s independent accountants, which the foregoing shall be paid by Company for the services to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7provided hereunder. For purposes of making the calculations required by this Section 7Paragraph, the 280G Firm accountants may rely on make reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 and make reasonable assumptions regarding Executive’s marginal tax rate in effect for such parachute payments, including the effect of the Codedeductibility of state and local taxes on such marginal tax rate. Executive and Company shall furnish to accountants such information and documents as the accountants may reasonably request in order to make a determination under this Paragraph.

Section 280G. In the event that any of the severance payments and other benefits provided by this Agreement or otherwise payable to Executive (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (iib) but for this Section 7, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then Executive’s severance payments and benefits under this Agreement or otherwise shall be payable either in full or in such lesser amount which would result in no portion of all such severance payments or benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes payable and the Excise Tax, results in the receipt by Executive with respect to Executive, on an after-tax basis, of the foregoing calculated at greatest amount of severance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments or benefits may be taxable under Section 4999 of the highest marginal income tax rate for each year Code. Any reduction in which the foregoing severance payments and benefits required by this Section 7 shall be paid to Executive (based on the rate in effect for such year as set forth made in the Code as in effect at the time following order: (i) reduction of the first payment cash payments; (ii) reduction of the foregoing), less accelerated vesting of equity awards other than stock options; (iii) the amount reduction of Excise Tax imposed with respect accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to the payments Executive. The calculations and benefits described establishment of assumptions in (b)(i) above. (c) All determinations under this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be made by an accounting this Section 7. The Company and Executive shall furnish such tax firm or law such information and documents as the tax firm (the “280G Firm”) that is mutually agreed may reasonably request in order to by Executive and make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G and Executive as soon as practicable following its engagement. Any good faith determinations of the Code). The 280G Firm tax firm made hereunder shall be required final, binding and conclusive upon the Company and Executive. However, the Executive shall have the final authority to evaluate make any good faith determination(s) associated with the extent to which payments are exempt from Section 280G of assumptions used by the Code as reasonable compensation for services rendered before or after tax firm in providing its calculations, and such good faith determination by the Change in Control. All fees and expenses of the 280G Firm Executive shall be paid solely by binding on the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section Sections 409A, 280G or 4999 of the Code at the time that of the 280G Firm makes its determinations under initial determination by the professional tax firm described in this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive (the “IRS”) or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, other agency will claim that an Overpayment has been madeExcise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to shall notify the Company unless, and then only to in writing of any claim by the extent IRS or other agency that, the deemed loan and if successful, would require payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the CodeAdditional Excise Tax. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as shall each reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm other in connection with any administrative or judicial proceedings concerning the preparation existence or amount of liability for Excise Tax with respect to payments made or due to Executive. The Company shall pay all reasonable fees, expenses and issuance penalties of Executive relating to a claim by the determinations and calculations contemplated by IRS or other agency. In the event it is finally determined that a further reduction would have been required under this Section 7. For purposes of making 7 to place Executive in a better after-tax position, Executive shall repay the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeCompany such amount within 30 days thereof in order to effect such result.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of In the Code (such excise tax being the “Excise Tax”); provided, however, event that any payment payments or benefit received or benefits otherwise payable to be received by Executive, whether payable under the terms of or not pursuant to this Agreement or any other planAgreement, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”1) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii2) but for this Section 10, would be subject to the amount excise tax imposed by Section 4999 of all the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely excise tax imposed by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code (and any equivalent state or generate a refund local excise taxes), results in the receipt by Executive on an after-tax basis, of tax imposed the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. If Unless the 280G Firm determinesCompany and Executive otherwise agree in writing, based any determination required under this Section 10 will be made in writing by a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”), whose determination will be conclusive and binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company for all purposes, other than in the event of that determination, and manifest error. The Company shall request the Company will Accountants to perform all necessary calculations promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance applicable Change in Control or termination of the determinations and calculations contemplated by this Section 7employment. For purposes of making the calculations required by this Section 710, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.. The Company and Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity

Section 280G. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of Executive (awhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) Executive shall bear all expense of, and (a “Payment”) would be solely responsible for, any subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax being the “Excise TaxCode”); provided, howeverthen, that prior to the making of any payment or benefit received or Payment to be received by Executive, whether payable under a calculation shall be made comparing (i) the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G net benefit to Executive of the Code, shall be reduced Payment after payment of the Excise Tax to (ii) the net benefit to Executive if the Payment were limited to the extent necessary so that no portion thereof shall be to avoid being subject to the Excise Tax, but only if, by reason of such reduction, . If the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean amount calculated under (i) above is less than the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less amount calculated under (ii) above, then the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing Payment shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) limited to the extent necessary so that no portion thereof shall be to avoid being subject to the Excise Tax. In such event, cash payments shall be modified or reduced first (against the amounts payable latest in time) and then any other benefits pro rata. The determination of whether an Excise Tax would be imposed, the amount of such Excise Tax, and the calculation of the amounts referred to in clauses (i) and (ii) above shall be made by an independent accounting firm selected by the Company shall pay such reduced amount and reasonably acceptable to Executive, at the Company’s expense (the “Accounting Firm”), and the Accounting Firm shall provide detailed supporting calculations. Executive Any determination by the Accounting Firm shall at any time have be binding upon the unilateral right to forfeit any equity award in whole or in part. (e) Company and Executive. As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 7hereunder, it is possible that amounts will Payments Executive would have been paid or distributed to Executive that should not entitled to, but did not, receive could have been paid or distributed made without the imposition of the Excise Tax (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “UnderpaymentsUnderpayment”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent thatIn such event, the deemed loan and payment would either reduce Accounting Firm shall determine the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, Underpayment that an Underpayment has occurred, the 280G Firm will notify Executive and any such Underpayment shall be promptly paid by the Company to or for the benefit of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestExecutive. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received that the Executive may receive following a change of control of the Company, the Executive’s termination of employment, or to be received by Executiveotherwise, whether or not payable or provided under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “PaymentsPayment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the extent necessary so Reduced Amount. The “Reduced Amount” shall be either (A) the largest portion of the Payment that would result in no portion thereof shall of the Payment being subject to the Excise Tax or (B) the largest portion, up to and including the total amount, of the Payment, whichever of the amounts determined under (A) and (B), 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 basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such . If a reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives in payments or is then entitled to receive from the Company that would constitute benefits constituting “parachute payments” within is necessary so that the meaning Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of Section 280G cash payments; cancellation of accelerated vesting of outstanding equity awards; and reduction of employee benefits. In the event that acceleration of vesting of outstanding equity awards is to be reduced, such acceleration of vesting shall be undertaken in the reverse order of the Code, less (ii) the amount date of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time grant of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments Executive’s outstanding equity awards. All calculations and benefits described in (b)(i) above. (c) All determinations under made pursuant this Section 7 9(i) will be made by an independent accounting or consulting firm or law firm independent tax counsel appointed by the Company (the “280G FirmTax Counsel”) that is mutually agreed to by Executive whose determinations shall be conclusive and binding on the Company and the Company prior to a change in ownership or control Executive for all purposes. For purposes of a corporation (within making the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be calculations and determinations required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 9(i), the Tax Counsel may rely on reasonable, good faith assumptions and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in approximations concerning the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If The Company shall bear all costs the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as Tax Counsel may reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm incur in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Codeits services.

Section 280G. In the event that any of the severance payments and other benefits provided by this Agreement or otherwise payable to the Executive (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (iib) but for this Section 7, would be subject to the excise tax imposed by Section 4999 of the Code (“Excise Tax”), then the Executive’s severance payments and benefits under this Agreement or otherwise shall be payable either in full or in such lesser amount which would result in no portion of all such severance payments or benefits being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes payable and the Excise Tax, results in the receipt by Executive with respect to the foregoing calculated at Executive, on an after-tax basis, of the highest marginal income tax rate for each year greatest amount of severance payments and benefits under this Agreement or otherwise, notwithstanding that all or some portion of such severance payments or benefits may be taxable under Section 4999 of the Code. Any reduction in which the foregoing severance payments and benefits required by this Section 7 shall be paid to Executive (based on the rate in effect for such year as set forth made in the Code as in effect at the time following order: (i) reduction of the first payment cash payments; (ii) reduction of the foregoing), less accelerated vesting of equity awards other than stock options; (iii) the amount reduction of Excise Tax imposed with respect accelerated vesting of stock options; and (iv) reduction of other benefits paid or provided to the payments Executive. The calculations and benefits described establishment of assumptions in (b)(i) above. (c) All determinations under this Section 7 will be performed by a professional tax firm engaged by the Company as of the day prior to the applicable CiC Date. If the tax firm so engaged by the Company is serving as accountant or auditor for the acquiring company, the Company shall appoint a nationally recognized tax firm to make the determinations required by this Section 7. The Company shall bear all expenses with respect to the determinations by such firm required to be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive this Section 7. The Company and the Executive shall furnish such tax firm such information and documents as the tax firm may reasonably request in order to make its required determination. The tax firm will provide its calculations, together with detailed supporting documentation, to the Company prior to a change in ownership or control of a corporation (within and the meaning of Treasury regulations under Section 280G Executive as soon as practicable following its engagement. Any good faith determinations of the Code). The 280G Firm tax firm made hereunder shall be required final, binding and conclusive upon the Company and the Executive. However, the Executive shall have the final authority to evaluate make any good faith determination(s) associated with the extent to which payments are exempt from Section 280G of assumptions used by the Code as reasonable compensation for services rendered before or after tax firm in providing its calculations, and such good faith determination by the Change in Control. All fees and expenses of the 280G Firm Executive shall be paid solely by binding on the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section Sections 409A, 280G or 4999 of the Code at the time that of the 280G Firm makes its determinations under initial determination by the professional tax firm described in this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive (the “IRS”) or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, other agency will claim that an Overpayment has been madeExcise Tax greater than that amount, if any, determined by such professional firm for the purposes of this Section 7 is due (the “Additional Excise Tax”). The Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to shall notify the Company unless, and then only to in writing of any claim by the extent IRS or other agency that, the deemed loan and if successful, would require payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the CodeAdditional Excise Tax. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify The Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as shall each reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm other in connection with any administrative or judicial proceedings concerning the preparation existence or amount of liability for Excise Tax with respect to payments made or due to the Executive. The Company shall pay all reasonable fees, expenses and issuance penalties of the determinations and calculations contemplated Executive relating to a claim by the IRS or other agency. In the event it is finally determined that a further reduction would have been required under this Section 7. For purposes of making 7 to place the calculations required by this Section 7Executive in a better after-tax position, the 280G Firm may rely on reasonable, good faith interpretations concerning Executive shall repay the application of Sections 280G and 4999 of the CodeCompany such amount within 30 days thereof in order to effect such result.

Section 280G. (a) Executive shall bear all expense of, If any payments and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of other benefits provided for in this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company otherwise (collectively, the “Payments”) that would constitute a “parachute payment” within would, either separately or in the meaning of Section 280G of the Codeaggregate, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code and, but for this Section 3.6, would be subject to the excise tax imposed by Section 4999 of the Code, less (ii) then the amount of all Payments will be payable to Executive either in full or in such lesser amounts as would result, after taking into account the applicable federal, state and local income taxes and employment taxes payable the excise tax imposed by Executive with respect to the foregoing calculated at the highest marginal income Section 4999, in Executive’s receipt on an after-tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time basis of the first payment of the foregoing), less (iii) the greatest amount of Excise Tax imposed with respect Payments. If a reduction in Payments is required pursuant to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 73.6, such Payments shall be reduced in the order following order: (i) reduction or elimination of cash severance benefits that would provide Executive with the largest amount of after-tax proceeds (with such order, are subject to the extent permitted by Sections 280G and Section 409A of the Code, designated by Executive, ; (ii) reduction or otherwise determined by elimination of cash severance benefits that are not subject to Section 409A of the 280G FirmCode; (iii) cancellation or reduction of accelerated vesting of equity awards that are not stock options or stock appreciation rights; (iv) cancellation or reduction of accelerated vesting of stock options and stock appreciation rights; and (v) reduction or elimination of other Payments. Any reduction of cash severance benefits or other cash Payments shall be made in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced. Any reduction of accelerated vesting of equity award compensation shall be made in the reverse order of the date of grant so that the accelerated vesting of the most recently granted equity award will be reduced first. In no event shall Executive have any discretion with respect to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executiveordering of payment or benefits reductions. Executive shall at any time have will be solely responsible for the unilateral right to forfeit any equity award in whole or in part. (e) As payment of all personal tax liability incurred as a result of the uncertainty in payments and benefits received under this Agreement, and Executive will not be reimbursed by the application of Section 280G of the Code at the time that the 280G Firm makes its Company for any such tax liability. (b) All calculations and determinations under this Section 7, it is possible that amounts will have been paid 3.6 shall be made by an independent accounting firm or distributed to Executive that should not have been paid or distributed independent tax counsel appointed by the Company (collectively, the “OverpaymentsTax Counsel”), or that additional amounts should ) whose determinations shall be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based conclusive and binding on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7for all purposes. For purposes of making the calculations and determinations required by this Section 73.6, the 280G Firm Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Sections Section 280G and Section 4999 of the Code. The Company and 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 Section 3.6. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services hereunder. The Company will have no liability to Executive for the determinations of the Tax Counsel.

Section 280G. (ai) Executive shall bear all expense ofIn the event that the Grantee becomes entitled to payments or benefits under this Agreement, and be solely responsible for, the Plan and/or any excise tax imposed other payments or benefits by reason of a “change of control” as defined in Section 4999 280G of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company and regulations thereunder (collectively, the “Payments”) that ), and any such Payment would constitute a an “excess parachute payment” within the meaning of Section 280G 280G(b)(1) of the Code, shall be reduced to the extent necessary so that no portion thereof shall or would otherwise be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “Excise Tax”), as determined by an independent certified public accounting firm selected by the University (the “Accounting Firm”), the amount of the Grantee’s Payments shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Grantee, but only if, the total Payments, as so limited and net of all taxes imposed on the Grantee with respect thereto, is greater than the total Payments without applying such limitation, net of all taxes imposed on the Grantee with respect thereto (including any such Excise Tax). (ii) If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards that vest on an accelerated basis, in reverse order of payment; second, the reduction of employee benefits; third, a reduction in any other “parachute payments” (as defined in Section 280G of the Code) that do not constitute acceleration of vesting benefits, in reverse order of payment; and fourth, the cancellation of accelerating the vesting of stock awards. If acceleration of vesting of stock award compensation is to be canceled, such acceleration of vesting shall be canceled in the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, reverse order of the 280G Firm will notify Executive and date of grant of the Company of that determinationGrantee’s stock awards, and the Company will promptly pay acceleration of the amount vesting of that Underpayment to Executive without interestfull shares shall be canceled before the acceleration of the vesting of options. (fiii) Executive All determinations required to be made under this Section 11(d) will be made by the Accounting Firm. Any determination by the Accounting Firm will be binding upon the University and the Company will provide Grantee. The fees and expenses of the 280G Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm for its services in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making 11 shall be borne by the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeUniversity.

Section 280G. (a) If the aggregate of all amounts and benefits due to the Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, program, agreement or arrangement or agreement with of the Company or an affiliate any of Company its Affiliates, which, if received by the Executive in full, would constitute “parachute payments” as such term is defined in and under Section 280G of the Code (collectively, “Change of Control Benefits”), reduced by all Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive’s “Payments”) that would constitute a “parachute paymentbase amount,” within the meaning of as defined in and determined under Section 280G of the Code, then such Change of Control Benefits shall be reduced or eliminated to the extent necessary so that no portion thereof the Change of Control Benefits received by the Executive will not constitute parachute payments. If a reduction in the Change of Control Benefits is necessary, reduction shall be occur in the following order unless the Executive elects in writing a different order, subject to the Excise TaxCompany’s consent (which consent shall not be unreasonably withheld): first, but only if, by reason a reduction of such reductioncash payments not attributable to equity awards which vest on an accelerated basis; second, the net after-tax benefit cancellation of accelerated vesting of stock awards; third, the reduction of employee benefits; and fourth, a reduction in any other “parachute payments.” If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s stock awards unless the Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeelects in writing a different order for cancellation. (b) The It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “net after-tax benefitExcess Payment” or “Underpayment”, respectively). If there is an Excess Payment, the Executive shall mean (i) the Payments which Executive receives or is then entitled to receive from promptly repay the Company that would constitute “parachute payments” within an amount consistent with this Section 13.2. If there is an Underpayment, the meaning of Company shall pay the Executive an amount consistent with this Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above13.2. (c) All The determinations under with respect to this Section 7 will 13.2 shall be made by an accounting firm or law firm independent auditor (the “280G FirmAuditor”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely compensated by the Company. The Company will direct Auditor shall be the 280G Firm Company’s regular independent auditor, unless the Executive objects to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the use of that firm, in which event the Auditor shall be a nationally-recognized United States public accounting firm chosen by the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined approved by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”which approval shall not be unreasonably withheld or delayed). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (ai) Executive shall bear all expense ofIn the event that the Grantee becomes entitled to payments or benefits under this Agreement, and be solely responsible for, the Plan and/or any excise tax imposed other payments or benefits by reason of a “change of control” as defined in Section 4999 280G of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company and regulations thereunder (collectively, the “Payments”) that ), and any such Payment would constitute a an “excess parachute payment” within the meaning of Section 280G 280G(b)(1) of the Code, shall be reduced to the extent necessary so that no portion thereof shall or would otherwise be subject to the excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “Excise Tax”), as determined by an independent certified public accounting firm selected by the Company (the “Accounting Firm”), the amount of the Grantee’s Payments shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Grantee, but only if, by reason of notwithstanding such reductionlimitation, the total Payments, net after-tax benefit Executive receives shall exceed of all taxes imposed on the net after-tax benefit that Executive Grantee with respect thereto, would receive be greater if no such reduction was madeExcise Tax were imposed. (bii) The “net after-tax benefit” shall mean (i) If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards which Executive receives or is then entitled to receive from vest on an accelerated basis; second, the Company that would constitute cancellation of accelerated vesting of stock awards; third, the reduction of employee benefits; and fourth, a reduction in any other “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year as defined in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Grantee’s stock awards, and the acceleration of the vesting of full shares shall be cancelled before the acceleration of the vesting of options. (iii) All determinations required to evaluate be made under this Section 12(d) will be made by the extent to which payments are exempt from Section 280G of Accounting Firm. Any determination by the Code as reasonable compensation for services rendered before or after Accounting Firm will be binding upon the Change in ControlCompany and the Grantee. All The fees and expenses of the 280G Accounting Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes for its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm services in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making 12 shall be borne by the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeCompany.

Section 280G. (a) In the event that it shall be determined that any payment or distribution to or for the benefit of Executive shall bear all expense ofunder this Agreement or under any other Company plan, and contract or agreement would, but for the effect of this Section 7.16, be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code (or any interest or penalties with respect to such excise tax being (collectively, such excise tax, together with any such interest or penalties, the “Excise Tax”); provided, howeverthen, at the election of Executive, in the event that the after-tax value of all Payments to Executive (such after-tax value to reflect the deduction of the Excise Tax and all income or other taxes on such Payments) would, in the aggregate, be less than the after-tax value to Executive of the Safe Harbor Amount, (i) the cash portions of the Payments payable to Executive under this Agreement shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to Executive, in the aggregate, equals the Safe Harbor Amount, and (ii) if the reduction of the cash portions of the Payments, payable under this Agreement, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then any cash portions of the Payments payable to Executive under any other plans shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to Executive, in the aggregate, equals the Safe Harbor Amount, and (iii) if the reduction of all cash portions of the Payments, payable pursuant to this Agreement and otherwise, to zero would not be sufficient to reduce the Parachute Value of all Payments to the Safe Harbor Amount, then non-cash portions of the Payments shall be reduced, in the order in which they are due to be paid, until the Parachute Value of all Payments paid to Executive, in the aggregate, equals the Safe Harbor Amount. (b) As used herein, (i) “Payment” shall mean any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit received or to be received by of Executive, whether paid or payable under the terms of pursuant to this Agreement or any other planotherwise, arrangement or agreement with Company or an affiliate of Company (collectively, the ii) “Payments”) that would constitute a Safe Harbor Amount” shall mean 2.99 times Executive’s “parachute paymentbase amount,” within the meaning of Section 280G 280G(b)(3) of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control Parachute Value” of a corporation (within Payment shall mean the meaning of Treasury regulations under Section 280G present value as of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G date of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application Control for purposes of Section 280G of the Code at of the time portion of such Payment that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the constitutes a “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax parachute payment” under Section 4999 280G(b)(2) of the Code or generate a refund for purposes of tax imposed determining whether and to what extent the Excise Tax will apply to such Payment. All calculations under Section 4999 of this section shall be made reasonably by the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive Company and the Company of that determination, Company’s outside auditor at the Company’s expense and at the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as times reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeExecutive.

Section 280G. (ai) Executive Notwithstanding any other provisions of this Agreement to the contrary, in the event that it shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, determined that any payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Code) to or for the benefit received or to be received by of Executive, whether paid or payable under or distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company otherwise (collectively, the “PaymentsPAYMENTS”) that ), would constitute a an “excess parachute payment” within the meaning of Section 280G of the Code, the Company shall reduce (but not below zero) the aggregate present value of the Payments under this Agreement to the Reduced Amount (as defined below), if reducing the Payments under this Agreement will provide Executive with a greater net after-tax amount than would be the case if no reduction was made. The Payments shall be reduced as described in the preceding sentence only if the net amount of the Payments, as so reduced (and after subtracting the net amount of federal, state and local income and payroll taxes on the reduced Payments), is greater than or equal to the extent necessary so net amount of the Payments without such reduction (but after subtracting the net amount of federal, state and local income and payroll taxes on the Payments and the amount of Excise Tax (as defined below) to which Executive would be subject with respect to the unreduced Payments). Only amounts payable under this Agreement shall be reduced pursuant to this subsection (i). The “REDUCED AMOUNT” shall be an amount expressed in present value that no portion thereof shall maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (bdetermined in accordance with Section 280G(d)(4) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate term “EXCISE TAX” means the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of excise tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent together with any interest or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment penalties imposed with respect to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7such excise tax. For purposes of making the calculations required by under this Section 7SECTION 3.2(d), the severance payments to be made under this Agreement shall be allocated as consideration for the noncompetition covenant under SECTION 2.3 to the maximum extent allowable under Section 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeCode and the regulations thereunder.

Section 280G. 1. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution by the Company to the Executive or for the Executive’s benefit (awhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) Executive shall bear all expense of, and (the “Payments”) would be solely responsible for, any 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 (such excise tax being tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under then the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, Payments shall be reduced (but not below zero) if and to the extent necessary so that no portion thereof shall be subject to such reduction would result in the Excise TaxExecutive retaining a larger amount, but only if, by reason of such reduction, the net on an after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. basis (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all taking into account federal, state and local income taxes and employment taxes the imposition of the Excise Tax), than if the Executive received all of the Payments. The Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by Executive reducing or eliminating cash payments, in each case in reverse order beginning with respect payments or benefits which are to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate farthest in effect for such year as set forth in time from the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) abovedetermination. (c) 2. All determinations required to be made under this Section 7 will Section, including whether and when an adjustment to any Payments is required and, if applicable, which Payments are to be so adjusted, shall be made by an independent accounting firm selected by the Company from among the four (4) largest accounting firms in the United States or law firm any nationally recognized financial planning and benefits consulting company (the “280G Accounting Firm”) that is mutually agreed which shall provide detailed supporting calculations both to by Executive and the Company prior and to a change in ownership or control of a corporation the Executive within fifteen (within the meaning of Treasury regulations under Section 280G 15) business days of the Code)receipt of notice from the Executive that there has been a Payment, or such earlier time as is requested by the Company. The 280G In the event that the Accounting Firm shall be required to evaluate is serving as accountant or auditor for the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before individual, entity or after group effecting the Change in of Control, the Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the 280G Accounting Firm shall be paid borne solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Accounting Firm determines that one 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 more reductions are required under this Section 7, such Payments similar penalty. Any determination by the Accounting Firm shall be reduced in binding upon the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, Company and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under this Agreement) that the terms of this Agreement or any other plan, arrangement or agreement Executive would receive in connection with Company or an affiliate of Company a transaction (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall and (ii) but for this Section 9, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only if, by reason a part of such reductionthe Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the net after-tax benefit Executive receives Company shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled cause to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of be taken into account all applicable federal, state and local income and employment taxes payable and the Excise Tax. If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. The independent registered public accounting firm engaged by AFG as of the day prior to the effective date of the transaction shall make all determinations required to be made under this Section 9. If the independent registered public accounting firm so engaged by AFG is serving as accountant or auditor for the individual, entity or group effecting the transaction, AFG shall appoint a nationally recognized independent registered public accounting firm that is reasonably acceptable to the Executive (and such acceptance shall not be unreasonably withheld) to make the determinations required hereunder. The Company shall bear all reasonable expenses with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid determinations by such independent registered public accounting firm required to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an hereunder. The independent registered public accounting firm or law firm (engaged to make the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm determinations hereunder shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and provide its calculations, together with detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such orderdocumentation, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, Company and the Company shall pay such reduced amount to Executive within fifteen (15) calendar days after the date on which the Executive. Executive shall at any time have the unilateral ’s right to forfeit any equity award in whole a Transaction Payment is triggered or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the such other time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G FirmCompany or the Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish the Company and 4999 the Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the Codeaccounting firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or Executive would receive pursuant to be received by Executive, whether payable under the terms of this Agreement or otherwise, including accelerated vesting of any other plan, arrangement or agreement with Company or an affiliate of Company equity compensation (collectively, the “PaymentsPayment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the extent necessary so Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion thereof shall of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such . If a reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives in payments or is then entitled to receive from the Company that would constitute benefits constituting “parachute payments” within is necessary so that the meaning of Section 280G Payment equals the Reduced Amount, reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the Codeevent triggering such excise tax will be the first cash payment to be reduced; and (B) accelerated vesting of stock awards shall be cancelled/reduced next and in the reverse order of the date of grant for such stock awards (i.e., less the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (iiC) employee benefits shall be reduced last and in reverse chronological order such that the amount benefit owed on the latest date following the occurrence of all federal, state and local income and employment taxes payable by the event triggering such excise tax will be the first benefit to be reduced. In no event will Executive have any discretion with respect to the foregoing calculated at ordering of Payment reductions. The Company shall appoint a nationally recognized accounting firm to make the highest marginal income tax rate for each year in which determinations required hereunder and perform the foregoing calculations. The Company shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed bear all expenses with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will by such accounting firm required to be made by an hereunder. Any good faith determinations of the accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive made hereunder shall be final, binding and conclusive upon the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicableExecutive. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of In the Code (such excise tax being the “Excise Tax”); provided, however, event that any payment payments or benefit received or benefits otherwise payable to be received by Executive, whether payable under the terms of or not pursuant to this Agreement or any other planAgreement, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”1) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii2) but for this Section 10, would be subject to the amount excise tax imposed by Section 4999 of all the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely excise tax imposed by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code (and any equivalent state or generate a refund local excise taxes), results in the receipt by Executive on an after-tax basis, of tax imposed the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. If Unless the 280G Firm determinesCompany and Executive otherwise agree in writing, based any determination required under this Section 10 will be made in writing by a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”), whose determination will be conclusive and binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company for all purposes, other than in the event of that determination, and manifest error. The Company shall request the Company will Accountants to perform all necessary calculations promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance applicable Change in Control or termination of the determinations and calculations contemplated by this Section 7employment. For purposes of making the calculations required by this Section 710, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accountants shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations.

Section 280G. (a) Executive 14.1 The Employee shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received under the Agreement, including, without limitation, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, the Employee in connection with a Change in Control or the termination of employment (whether payable under the terms of this the Agreement or any other plan, arrangement or agreement with the Company or an affiliate of Company Affiliate (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, Tax but only if, by reason of such reduction, the net after-tax benefit Executive receives received by the Employee shall exceed the net after-tax benefit that Executive would receive be received by the Employee if no such reduction was made.. For purposes of this Section 14: (ba) The “net after-tax benefit” shall mean (i) the Payments which Executive the Employee receives or is then entitled to receive from the Company or its Affiliates that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive the Employee with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive the Employee (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(ii) above. (cb) All determinations under this Section 7 14 will be made by an accounting firm or law firm that is selected for this purpose by the Company prior to the Change in Control (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely borne by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 14 and detailed supporting calculations to both Executive the Employee and the Company as soon as reasonably practicable. (dc) If the 280G Firm determines that one or more reductions are required under this Section 714, such the 280G Firm shall also determine which Payments shall be reduced in the order that would provide Executive with the largest amount of after(first from cash payments and then from non-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firmcash benefits) to the extent necessary so that no portion thereof shall be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to Executivethe Employee. Executive The 280G Firm shall at any time have make reductions required under this Section 14 in a manner that maximizes the unilateral right net after-tax amount payable to forfeit any equity award in whole or in partthe Employee. (ed) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 714, it is possible that amounts will have been paid or distributed to Executive the Employee that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive the Employee (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive the Company or the CompanyEmployee, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive the Employee must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive the Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive the Employee is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive the Employee and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestthe Employee. (fe) Executive and the Company The parties will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code14.

Section 280G. (a) Executive shall bear all expense ofNotwithstanding anything contained in this Agreement to the contrary, and be solely responsible for, any excise tax imposed by Section 4999 of in the Code (such excise tax being the “Excise Tax”); provided, however, event that any payment or benefit received or to be received by Executive, the Executive (whether payable under pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company agreement) (collectively, 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 would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (b) For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the written opinion of an independent, nationally recognized accounting firm (the “Independent Advisors”) selected by the Company, does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, shall be reduced to the extent necessary so that no portion thereof shall be subject to in calculating the Excise Tax, but only if, by reason no portion of such reductionTotal Payments shall be taken into account which, in the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” opinion of Independent Advisors, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G 280G(b)(4)(B) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time excess of the first payment “base amount” (as defined in Section 280G(b)(3) of the foregoing), less Code) allocable to such reasonable compensation; and (iii) the amount value of Excise Tax imposed with respect to any non-cash benefit or any deferred payment or benefit included in the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Total Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award Independent Advisors in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate accordance with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application principles of Sections 280G 280G(d)(3) and 4999 (4) of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (ai) Anything in this Agreement to the contrary notwithstanding, in the event the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject Executive shall bear all expense of, and be solely responsible for, any to the excise tax imposed by under Section 4999 of the Code Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that Executive would constitute have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, Executive shall receive all Agreement Payments to which Executive is entitled hereunder. (ii) If the Accounting Firm determines that the aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 4(i) shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than thirty (30) days following the date of termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If a reduction in the Payments is necessary so that the Parachute Value of all Payments equals the Safe Harbor Amount and none of the Payments constitutes a “parachute paymentdeferral of compensation” within the meaning of and subject to Section 280G 409A (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner Executive elects in writing prior to the date of payment. If any Payment constitutes Nonqualified Deferred Compensation, then the Payments to be reduced will be determined by the Accounting Firm in a manner that enables Executive to retain the greatest aggregate economic benefit as of the Codeday following the Release effective date, shall be reduced and to the extent necessary so that no portion thereof shall the economic benefit of Payments is determined to be subject to the Excise Tax, but only if, by reason of such reductionequivalent, the net after-tax benefit Executive receives shall exceed Payments will be reduced in the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled reverse order of when they are scheduled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth and, in the Code as in effect at the time case of the first payment Payments of the foregoingequity securities, transferable), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Accounting Firm shall be paid borne solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (eiii) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 7hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement that should not have been so paid or distributed (collectively, the “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (collectively, the “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Safe Harbor Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the actual assertion of a deficiency by the Internal Revenue Service against either the Company or Executive or that the Company, which assertion the 280G Accounting Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authoritysuccess, determines that an Overpayment has been made, Executive must repay shall promptly (and in no event later than sixty (60) days following the date on which the Overpayment is determined) pay any such Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will shall be payable by Executive to the Company unless, if and then only to the extent that, the deemed loan and such payment would not either reduce the amount on which Executive is subject to tax under Section Sections 1 and 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the 280G Firm determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the 280G Firm will notify Executive and date on which the Underpayment is determined) by the Company to or for the benefit of that determinationExecutive. (iv) To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Company will promptly pay Accounting Firm shall take into account the amount value of, services provided or to be provided by Executive (including without limitation Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, including that set forth in Section 6 of that Underpayment to Executive without interest. (fthis Agreement) Executive and before, on or after the date of a change in ownership or control of the Company will provide (within the meaning of Q&A-2(b) of the final regulations under Section 280G Firm access of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to and copies Q&A-44 of any books, records, and documents in their possession as reasonably requested by the regulations under Section 280G Firm, and otherwise cooperate with of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the regulations under Section 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Code in accordance with Q&A-5(a) of the regulations under Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. (v) Section 4(i) definitions. The following terms shall have the following meanings for purposes of this Section 4(i):

Section 280G. (a) a. Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) b. The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) c. All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in of Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) d. If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) e. As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) f. Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive shall bear all expense of(whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, and payments or distributions are hereinafter referred to as “Payments”) would, if paid, be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, howeverthen, that prior to the making of any payment or benefit received or Payments to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company a calculation will be made comparing (collectively, the “Payments”i) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit to Executive receives shall exceed of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit that to Executive would receive if no such reduction was madethe Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”). (b) The reduction of the Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “net after-tax benefitDetermination Firm”). For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, the “Parachute Value” shall mean (i) of a Payment means the Payments which Executive receives or is then entitled to receive from present value as of the Company date of the Change of Control of the portion of such Payment that would constitute constitutes a “parachute paymentspayment” within the meaning of under Section 280G 280G(b)(2) of the Code, less (ii) as determined by the amount Determination Firm for purposes of all federal, state determining whether and local income and employment taxes payable by Executive with respect to what extent the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect will apply to the payments and benefits described in (b)(i) abovesuch Payment. (c) All determinations required to be made under this Section 7 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by an accounting firm or law firm the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (the “280G Firm”15) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or business days after the Change in Controlreceipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the 280G Determination Firm shall will be paid borne solely by the CompanyBank. The Company Any determination by the Determination Firm will direct be binding upon the 280G Firm to submit any determination it makes under this Section 7 Bank and detailed supporting calculations to both Executive and the Company as soon as reasonably practicableExecutive. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Determination Firm makes its determinations under this Section 7hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (collectively, the an “OverpaymentsOverpayment”), ) or that additional amounts should be that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (collectively, the an “UnderpaymentsUnderpayment”). If In the 280G Firm determinesevent that the Determination Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive or that the Company, which assertion the 280G Determination Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive must repay the Overpayment will be repaid by Executive to the Company, without interestappropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no loan such repayment will be deemed to have been made required if and no amount will be payable by Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determinesDetermination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment will be promptly paid by the 280G Firm Equity Group to or for the benefit of Executive, together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code, but no later than March 15 of the year after the year in which the Underpayment is determined to exist, which is when the legally binding right to such Underpayment arises. (e) To the extent requested by Executive, the Bank will notify cooperate with the Executive and the Company of that determinationin good faith in valuing, and the Company Determination Firm will promptly pay take into account the amount value of, services provided or to be provided by Executive (including Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of that Underpayment to Executive without interest. a change in ownership or control of Parent or the Bank (fwithin the meaning of Q&A-2(b) Executive and of the Company will provide the final regulations under Section 280G Firm access of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to and copies Q&A-44 of any books, records, and documents in their possession as reasonably requested by the final regulations under Section 280G Firm, and otherwise cooperate with of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Code in accordance with Q&A-5(a) of the final regulations under Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Notwithstanding anything in this Award Agreement to the contrary and regardless of whether this Award Agreement has otherwise expired or terminated, unless otherwise provided in your Employment Agreement, in the event that any payments, distributions, benefits or entitlements of any type payable to you (“CIC Benefits”) (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (iib) the amount of all federal, state and local income and employment taxes payable by Executive with respect but for this paragraph would be subject to the foregoing calculated at the highest marginal income excise tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in imposed by Section 4999 of the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G FirmExcise Tax”), then your CIC Benefits shall be reduced to such lesser amount (the “Reduced Amount”) that is mutually agreed to by Executive and the Company prior to a change would result in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be of such benefits being subject to the Excise Tax, and ; provided that such amounts shall not be so reduced if the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion advice of a deficiency nationally recognized certified public accounting firm as may be designated by the Internal Revenue Service against Executive or Company (the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority“Accounting Firm”), that an Overpayment has been madewithout such reduction you would be entitled to receive and retain, Executive must repay the Overpayment to the Companyon a net after tax basis (including, without interest; providedlimitation, however, that no loan will be deemed to have been made and no amount will be any excise taxes payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If ), an amount that is greater than the 280G Firm determinesamount, based upon controlling precedent or substantial authorityon a net after tax basis, that an Underpayment has occurred, you would be entitled to retain upon receipt of the 280G Firm will notify Executive and Reduced Amount. Unless the Company of that determinationand you otherwise agree in writing, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents determination required under this Section 11 shall be made in their possession as reasonably requested writing in good faith by the 280G Accounting Firm. In the event of a reduction of benefits hereunder, and otherwise cooperate with benefits shall be reduced by first reducing or eliminating the 280G Firm in connection with the preparation and issuance portion of the determinations CIC Benefits that are payable under this Award Agreement and calculations contemplated then by this Section 7reducing 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 711, the 280G Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and you shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably require in order to make a determination under this Section 11, and the Company shall bear the cost of all fees the Accounting Firm charges in connection with any calculations contemplated by this Section 11. In connection with making determinations under this Section 11, the Accounting 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) Executive shall bear all expense ofIn the event that you become entitled to receive severance payments and benefits under this Agreement, or you become entitled to receive any other amounts in the “nature of compensation” (within the meaning of Section 280G of the Code and the regulations promulgated thereunder (“Section 280G”)) pursuant to any other plan, arrangement or agreement with the Company, with any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or with any person affiliated with the Company or such person, in each case as a result of such change in ownership or effective control (collectively, the “Company Payments”), and such Company Payments would be solely responsible for, any excise subject to the tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under then the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of (such reduction, the net after“Cutback”) such that the Parachute Value (as defined below) of all Company Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). Notwithstanding the foregoing, the Company Payments shall be so reduced only if the Accounting Firm (as defined below) determines that you would have a greater Net After-tax benefit Executive receives Tax Receipt (as defined below) of aggregate Company Payments if the Company Payments were so reduced. If the Accounting Firm determines that you would not have a greater Net After-Tax Receipt of aggregate Company Payments if the Company Payments were so reduced, you shall exceed receive all Company Payments to which you are entitled. You shall be solely liable for any Excise Tax. To the net afterextent the Cutback applies, the Company Payments shall be reduced in the following order: first, the reduction of cash payments not attributable to long-tax benefit term incentive awards that Executive would receive if no such vest on an accelerated basis; second, the cancelation of accelerated vesting of long-term incentive awards; third, the reduction was madeof employee benefits; and fourth, any other “parachute payments” (as defined in Section 280G). (b) The “net after-tax benefit” shall mean (i) To the Payments which Executive receives or is then entitled to receive from extent requested by you, the Company that would constitute “parachute payments” within the meaning of Section 280G of the Codeshall cooperate with you in good faith in valuing, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior Accounting Firm shall take into account the value of, services provided or to be provided by you (including, without limitation, your agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of a corporation the Company (within the meaning of Treasury Q&A-2(b) of the final regulations under Section 280G of the Code). The 280G Firm shall , such that payments in respect of such services may be required considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to evaluate Q&A-44 of the extent to which payments are exempt from final regulations under Section 280G of the Code as reasonable compensation for services rendered before or after and/or exempt from the Change in Control. All fees and expenses definition of the 280G Firm shall be paid solely by term “parachute payment” within the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (dmeaning of Q&A-2(a) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of final regulations under Section 280G of the Code at in accordance with Q&A-5(a) of the time that the final regulations under Section 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. (c) The following terms shall have the following meanings for purposes of this Section V:

Section 280G. (a) Executive shall bear all expense of3.1 Notwithstanding any other provisions of this Agreement, and be solely responsible for, any excise tax imposed by Section 4999 of in the Code (such excise tax being the “Excise Tax”); provided, however, event that any payment or benefit received or to be received by Executivethe Employee (including any payment or benefit received in connection with the Change in Control or the termination of the Employee’s employment, whether payable under pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company agreement) (collectivelyall such payments and benefits, including the Severance Payments, referred to as the “Total Payments”) would be subject (in whole or part) to any excise tax imposed under section 4999 of the Code (an “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, arrangement or agreement, the Total Payments will be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax, but only if (A) the net amount of the 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 (B) the net amount of the Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on the Total Payments and the amount of Excise Tax to which the Employee would be subject with respect to such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). Such reduction shall be achieved by first reducing or eliminating the portion of the Total Payments that are payable in cash and then reducing or eliminating the non-cash portion of the Total Payments, in each case in reverse order beginning with payments and benefits which are to be paid or provided the furthest in time from the date of the determination described in subsection 3.2 below. 3.2 For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax, the following portions of the Total Payments will not be taken into account: (i) the portion that the Employee waives at the time and in the manner as not to constitute a “payment” within the meaning of section 280G(b) of the Code and (ii) the portion that the Employee and WestRock Company agree (or, if Employee and WestRock Company do not agree, that, in the opinion of tax counsel reasonably acceptable to the Employee and WestRock Company (“Tax Counsel”) and selected by Deloitte (the “Accounting Firm”)) does not constitute a “parachute payment” within the meaning of Section 280G section 280G(b)(2) of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, Code (including by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (bsection 280G(b)(4)(A) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate In calculating the extent to which payments are exempt from Section 280G Excise Tax, no portion of the Code as Total Payments will be taken into account that the Employee and WestRock Company agree (or, in the event that the Employee and WestRock Company do not agree, that, in the opinion of Tax Counsel) constitutes reasonable compensation for services rendered before or after actually rendered, within the Change in Control. All fees and expenses meaning of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (dsection 280G(b)(4)(B) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, in excess of the Base Amount allocable to such reasonable compensation. The value of any non-cash benefit or otherwise any deferred payment or benefit included in the Total Payments will be determined by the 280G FirmAccounting Firm in accordance with the principles of sections 280G(d)(3) to and (4) of the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in partCode. (e) As a result of the uncertainty in the application of Section 280G of the Code at 3.3 At the time that the 280G Firm makes its determinations payments are made under this Section 7Agreement, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Employee with a written statement setting forth the manner in which the payments were calculated and the basis for the calculations, including without limitation any opinions or other advice the Company has received from Tax Counsel, the Accounting Firm access or other advisors or consultants (and any such opinions or advice that are in writing will be attached to the statement). If the Employee objects in writing to the Company’s calculations, the Company and copies of any books, recordsEmployee will cooperate in good faith to resolve such objection, and documents in their possession as reasonably requested by if applicable, the 280G Firm, and otherwise cooperate with Company will pay to the 280G Firm in connection with Employee the preparation and issuance portion of the determinations Severance Payments (up to 100%) as the Company and calculations contemplated by Employee reasonably determine is necessary to result in the proper application of subsection 3.1 of this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code3.

Section 280G. (a) Executive shall bear all expense ofNotwithstanding anything in this Agreement to the contrary, and be solely responsible for, any excise tax imposed by Section 4999 of in the Code (such excise tax being the “Excise Tax”); provided, however, 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 payable under pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company agreement) (collectively, all such payments and benefits being hereinafter referred to as the “Total Payments”) that would constitute not be deductible (in whole or part) by the Company as a “parachute payment” within the meaning result of Section 280G of the Code, shall be reduced then, to the extent necessary so that no to make such portion thereof shall be subject to of the Excise Tax, but only if, Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7in any such other plan, it is possible that amounts will have been paid arrangement or distributed to Executive that should not have been paid or distributed (collectivelyagreement), the “Overpayments”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), or that additional amounts should 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 or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interestlast being reduced first; provided, however, that no loan will such reduction shall only be deemed to have been made if the amount of such Total Payments, as so reduced (and no after subtracting the net amount will be payable by Executive of federal, state and local income taxes on such reduced Total Payments) is greater than or equal to the Company unlessamount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and then only to the extent that, the deemed loan local income taxes on such Total Payments and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of excise tax imposed under Section 4999 of the CodeCode on such unreduced Total Payments). It is possible that, after the determinations and selections made pursuant to this Section 23, the Executive will receive Total Payments that are, in the aggregate, either more or less than the amount properly determined under this Section 23 (hereafter referred to as an “Excess Payment” or “Underpayment”, as applicable). If it is established, pursuant to a final determination of a court or an Internal Revenue Service proceeding that has been finally and conclusively resolved, that an Excess Payment has been made, then Executive shall promptly repay the 280G Firm determinesExcess Payment to the Company, based together with interest on the Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined by a court or by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor, upon controlling precedent or substantial authorityrequest of either party, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will shall promptly pay an amount equal to the amount of that Underpayment to Executive without interest. (fbut 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 and had the Company will provide the 280G Firm access to and copies provisions of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes 23 not been applied until the date of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Codepayment.

Section 280G. (a) Executive Notwithstanding any other provision of this Agreement, if it shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, determined that any payment or distribution by the Company or its affiliated companies to or for the benefit received of Executive (whether paid or payable or distributed or distributable pursuant to be received by Executive, whether payable under the terms of this Agreement or any provided under other planplans, arrangement agreements or agreement with Company or an affiliate of Company (collectively, the “Payments”arrangements) constitute Parachute Payments that would constitute a “parachute payment” within the meaning of subject Executive to tax under Section 280G 4999 of the Code, the Company shall direct the Accounting Firm to determine whether Executive will receive the total Parachute Payments or the Reduced Amount. Executive will receive the Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from Executive receiving the total Parachute Payments. Executive will receive the total Parachute Payments, and Executive will be reduced to responsible for the extent necessary so that no portion thereof shall be subject to payment of any tax under Section 4999 of the Excise TaxCode, but only if, by reason of such reduction, if the net after-tax benefit total Parachute Payments results in greater Net After Tax Receipts than would result from Executive receives shall exceed receiving the net after-tax benefit that Executive would receive if no such reduction was madeReduced Amount. (b) The “net after-tax benefit” Within fifteen (15) business days of the Company’s direction the Accounting Firm shall mean (i) the Payments which Executive receives or is then entitled to receive from provide the Company and Executive its detailed supporting calculations for its determination of whether, in accordance with Section 4(a), Executive should receive the Reduced Amount or the total Parachute Payments. If the Accounting Firm determines that would constitute “parachute payments” within the meaning of total Parachute Payments should be reduced to the Reduced Amount, the Accounting Firm shall furnish Executive with a written opinion that failure to report liability for tax under Section 280G 4999 of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth Code would not result in the Code as in effect at the time imposition of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) abovea negligence or similar penalty. (c) All determinations under this Section 7 will If the Accounting Firm determines that the total Parachute Payments should be made by an accounting firm or law firm (reduced to the “280G Firm”) that is mutually agreed to by Executive and Reduced Amount, then the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm total Parachute Payments shall be required adjusted by first reducing the amount of any Parachute Payments that are not subject to evaluate the extent to which payments are exempt from Section 280G 409A of the Code as reasonable compensation for services rendered before or after (with the Change in Control. All fees and expenses source of the 280G Firm shall reduction to be paid solely directed by Executive) and then by reducing the Company. The Company will direct amount of any Parachute Payments that are subject to Section 409A of the 280G Firm Code (with the source of the reduction to submit any determination it makes under this Section 7 and detailed supporting calculations be directed by Executive) in a manner that results in the best economic benefit to both Executive and (or, to the Company as soon as reasonably practicableextent economically equivalent, in a pro rata manner). (d) If As provided in Section 4(a), it is the 280G Firm determines that one or more reductions are required intention of the Company and Executive to reduce the total Parachute Payments under this Section 7Agreement and any other plan, such Payments shall agreement or arrangement only if the aggregate Net After Tax Receipts to Executive would thereby be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executiveincreased. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time that of the 280G Firm makes its determinations under this Section 7initial determination by the Accounting Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of Executive which should not have been so paid or distributed (an “Overpayment”) or that should additional amounts which shall not have been paid or distributed to or for the benefit of Executive should have been so paid or distributed (collectively, the an “OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to Executive (collectivelyin each case, consistent with the “Underpayments”)calculation of the Reduced Amount. If the 280G Firm determinesAccounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive or which the Company, which assertion the 280G Accounting Firm believes has a high probability of success or is otherwise based on controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which Executive must repay the Overpayment to Company together with interest at the Company, without interestapplicable federal rate under Section 7872(f)(2) of the Code; provided, however, that no such loan will may be deemed to have been made and no amount will shall be payable by Executive to the Company unless, if and then only to the extent that, the that such deemed loan and payment would not either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the 280G Firm determinesAccounting Firm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the 280G Firm will Accounting firm must promptly notify Executive and the Company of that determination, and the Company will promptly pay the amount of that the Underpayment and such amount, together with interest at the applicable federal rate under Section 7872(f)(2) of the Code, must be paid to Executive without interestExecutive. (fe) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7Agreement, the 280G Firm may rely on reasonable, good faith interpretations concerning following terms have the application of Sections 280G and 4999 of the Code.indicated definitions:

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or to be received by Executive, whether payable under other transaction (the terms of this Agreement or any other plan, arrangement or agreement with “Transaction”) from the Company or an affiliate of Company otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of the noncompetition provision set forth in the NDA, all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives portions of the Transaction Payment shall exceed the net after-tax benefit that Executive would receive if no such reduction was madebe reduced pro rata. (b) The “net after-tax benefit” shall mean (i) Notwithstanding the Payments which Executive receives or is then entitled to receive from foregoing, in the event that no stock of the Company that would constitute “parachute payments” is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Change in Control of the foregoing)Company, less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior shall cause a vote of shareholders to a change in ownership or control be held to approve the portion of a corporation the Transaction Payments that exceeds three times Executive’s “base amount” (within the meaning of Treasury regulations under Section 280G of the Code)) (the “Excess Parachute Payments”) in accordance with Treas. The 280G Firm Reg. §1.280G-1, and Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be required held to evaluate approve all Excess Parachute Payments, the extent to which payments are exempt from provisions set forth in Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm 5.6(a) shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both apply. (c) Unless Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are otherwise agree in writing, any determination required under this Section 7, such Payments section shall be reduced made in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined writing by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. Company’s independent public accountants (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “OverpaymentsAccountants”), or that additional amounts should whose determination shall be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made conclusive and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7for all purposes. For purposes of making the calculations required by this Section 7section, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “"Excise Tax”"); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “"Payments”") that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, Tax but only if, by reason of such reduction, the net after-tax benefit received by Executive receives shall exceed the net after-tax benefit that would be received by Executive would receive if no such reduction was made. (b) . The “"net after-tax benefit” " shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “"parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) . All determinations under this Section 7 6 will be made by an accounting firm or law firm (the “"280G Firm”") that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 6 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) . If the 280G Firm determines that one or more reductions are required under this Section 76, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) . As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 76, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “"Overpayments”"), or that additional amounts should be paid or distributed to Executive (collectively, the “"Underpayments”"). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive the Company or the CompanyExecutive, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) . The Company and Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 76. For purposes of making the calculations required by this Section 76, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive shall bear all expense of, and be solely responsible for, any excise to tax imposed by under Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectivelyCode, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Payments”) Reduced Amount.” If the Accounting Firm determines that would constitute there is a “parachute payment” within Reduced Amount, then the meaning of Section 280G of the Code, aggregate Agreement Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeReduced Amount. (b) The “net after-tax benefit” shall mean (i) If the Accounting Firm determines that the aggregate Agreement Payments which Executive receives or is then entitled should be reduced to receive from the Reduced Amount, the Company shall promptly give the Executive notice to that would constitute effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his or her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “parachute paymentsnonqualified deferred compensation” within the meaning for purposes of Section 280G 409A of the Code, less and shall advise the Company in writing of his or her election within ten days of his or her receipt of notice. If no such election is made by the Executive within such ten day period, the Company shall reduce the Agreement Payments in the following order: (ii1) by reducing benefits payable pursuant to Section 5(a)(1)(B) of the amount Agreement and then (2) by reducing amounts payable pursuant to Section 5(a)(2) of all federal, state and local income and employment taxes payable the Agreement. All determinations made by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing Accounting Firm under this Section 8 shall be paid to binding upon the Company and the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time and shall be made within 60 days of the first payment Executive’s Date of the foregoing), less (iii) the amount of Excise Tax imposed Termination. In connection with respect to the payments and benefits described in (b)(i) above. (c) All making determinations under this Section 7 will be made by an accounting firm or law firm (8, the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Accounting Firm shall be required to evaluate take into account the extent to which payments are exempt from Section 280G value of the Code as any reasonable compensation for services to be rendered by the Executive before or after the Change in Control. All fees and expenses of , including any non-competition provisions that may apply to the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicableshall cooperate in the valuation of any such services, including any non-competition provisions. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (ec) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 7hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive that pursuant to this Agreement which should not have been so paid or distributed (collectivelyeach, the an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (collectivelyeach, the an “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against Executive either the Company or the Company, Executive which assertion the 280G Accounting Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive must repay shall be repaid by the Overpayment Executive to the Company, without interestCompany together with Interest; provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, the 280G Firm will notify Executive and any such Underpayment shall be promptly paid by the Company to or for the benefit of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interesttogether with Interest. (fd) Executive All fees and expenses of the Company will provide Accounting Firm in implementing the 280G Firm access to and copies provisions of any books, records, and documents in their possession as reasonably requested this Section 8 shall be borne by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeCompany.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under this Agreement) that the terms of this Agreement or any other plan, arrangement or agreement Executive would receive in connection with a transaction (the “Transaction”) from the Company or an affiliate of Company otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives portions of the Transaction Payment shall exceed the net after-tax benefit that Executive would receive if no such reduction was madebe reduced pro rata. (b) The “net after-tax benefit” shall mean (i) Notwithstanding the Payments which Executive receives or is then entitled to receive from foregoing, in the event that no stock of the Company that would constitute “parachute payments” is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Transaction, the Company shall cause a vote of shareholders to be held to approve the portion of the foregoing), less Transaction Payments that equals or exceeds three times (iii3x) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the Executive’s “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation base amount” (within the meaning of Treasury regulations under Section 280G of the Code)) (the “Excess Parachute Payments”) in accordance with Treas. The 280G Firm Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be required held to evaluate approve all Excess Parachute Payments, the extent to which payments are exempt from provisions set forth in Section 280G 5.7(a) of this Agreement shall apply. (c) Unless the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are otherwise agree in writing, any determination required under this Section 7, such Payments section shall be reduced made in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined writing by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. Company’s independent public accountants (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “OverpaymentsAccountants”), or that additional amounts should whose determination shall be paid or distributed to Executive (collectively, conclusive and binding upon the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7for all purposes. For purposes of making the calculations required by this Section 7section, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or the Executive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of In the Code (such excise tax being the “Excise Tax”); provided, however, event that any payment payments or benefit received or benefits otherwise payable to be received by Executive, whether payable under the terms of or not pursuant to this Agreement or any other planAgreement, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”1) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii2) but for this Section 10, would be subject to the amount excise tax imposed by Section 4999 of all the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely excise tax imposed ​ ​ by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code (and any equivalent state or generate a refund local excise taxes), results in the receipt by Executive on an after-tax basis, of tax imposed the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. If Unless the 280G Firm determinesCompany and Executive otherwise agree in writing, based any determination required under this Section 10 will be made in writing by a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”), whose determination will be conclusive and binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company for all purposes, other than in the event of that determination, and manifest error. The Company shall request the Company will Accountants to perform all necessary calculations promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance applicable Change in Control or termination of the determinations and calculations contemplated by this Section 7employment. For purposes of making the calculations required by this Section 710, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accountants shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, Notwithstanding any excise tax imposed by Section 4999 other provision of the Code (such excise tax being Agreement to the “Excise Tax”); providedcontrary, however, 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 in Control or the termination of the Executive’s employment, whether payable under pursuant to the terms of this the Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company agreement) (collectivelyall such payments and benefits, including the severance benefits payable hereunder, being hereinafter referred to as the “Total Payments”) that would constitute a be subject (in whole or part), to the excise tax imposed under Section 4999 (the “parachute payment” within Excise Tax”), then, after taking into account any reduction in the meaning Total Payments provided by reason of Section 280G of in such other plan, arrangement or agreement, the Code, severance benefits payable hereunder shall be reduced to the extent necessary so that no portion thereof shall be of the Total Payments is subject to the Excise Tax, Tax but only if, by reason if (A) the net amount of such reductionTotal Payments, as so reduced (and after subtracting the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes on such reduced Total Payments and employment after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) Total Payments and the amount of Excise Tax imposed with to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to the payments and benefits described in (b)(i) abovesuch unreduced Total Payments). (cb) All determinations under this Section 7 will be made by an accounting firm or law firm (In the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control case of a corporation (within reduction in the meaning of Treasury regulations under Total Payments pursuant to Section 280G of 13.9(a), the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Total Payments shall be reduced in the order following order: (A) payments that would provide Executive are payable in cash the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a) shall be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the largest amount highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall next be reduced; (C) 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, shall next be reduced; (D) payments and benefits due in respect of afterany 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) shall next be reduced; and (E) all other non-tax proceeds cash benefits not otherwise described in clauses (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, B) or otherwise determined by the 280G Firm(D) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such next reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in partpro-rata. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Notwithstanding any other provision of this Agreement, in the event that any payment or benefit by the Company or otherwise to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (aall such payments and benefits, including the payments and benefits under Section 5 above, being hereinafter referred to as the “Total Payments”), would be subject (in whole or in part) Executive shall bear all expense of, and be solely responsible for, any to the excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under then the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, Total Payments shall be reduced to the minimum extent necessary so that no portion thereof shall be subject to avoid the imposition of the Excise TaxTax on the Total Payments, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the net amount of all such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income and employment taxes payable 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 and employment taxes on such Total Payments and the amount of the Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The reduction of the Total Payments contemplated in this ‎Section 8.3 shall be implemented by Executive determining the Parachute Payment Ratio (as defined below), as determined in good faith by the Company (or its successor), for each Total Payment and then reducing the Total Payments in order beginning with respect to the foregoing calculated at Total Payment with the highest marginal income tax rate for each year in which Parachute Payment Ratio. For Total Payments with the foregoing same Parachute Payment Ratio, such Total Payments shall be paid to Executive (reduced based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of such Total Payments, with amounts having later payment dates being reduced first. For Total Payments with the foregoing)same Parachute Payment Ratio and the same time of payment, less such Total Payments shall be reduced on a pro rata basis (iiibut not below zero) prior to reducing Total Payments with a lower Parachute Payment Ratio. For purposes hereof, the term “Parachute Payment Ratio” shall mean a fraction, (x) the amount numerator of Excise Tax imposed with respect to which is the payments and benefits described in value of the applicable Total Payment (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control as calculated for purposes of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and (y) the Company shall pay denominator of which is the intrinsic (i.e., economic) value of such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in partTotal Payment. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement Agreement) that Executive would receive in connection with a Change in Control from the Company or an affiliate of Company otherwise (collectively, the a “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of Transaction Payments notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), but or (2) payment of only ifa portion of the Transaction Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account all applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives shall exceed items so reduced will be reduced pro rata. Notwithstanding the net after-tax benefit that Executive would receive foregoing, if no such reduction was madewould result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from professional firm engaged by the Company that would constitute “parachute payments” within the meaning of Section 280G for general tax purposes as of the Codeday prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, less (ii) entity or group effecting the amount of Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all federal, state and local income and employment taxes payable by Executive expenses with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall determinations by such professional firm required to be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) abovemade hereunder. (c) All The professional firm engaged to make the determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed hereunder shall provide its calculations, together with detailed supporting documentation, to by Executive and the Company prior and Executive within a reasonable period after the date on which Executive’s right to a change in ownership Transaction Payment is triggered or control of a corporation (within such other time as reasonably requested by the meaning of Treasury regulations under Section 280G of Company or Executive. If the Code). The 280G Firm shall be required professional firm determines that no Excise Tax is payable with respect to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered Transaction Payment, either before or after the Change in Control. All fees and expenses application of the 280G Firm Reduced Amount, it shall be paid solely by furnish the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to both Executive such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company as soon as reasonably practicableand Executive. (d) If Notwithstanding the 280G Firm determines that one or more reductions are required under this Section 7foregoing, such Payments shall be reduced if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the order that would provide Executive with Company to avoid any potential imposition of the largest amount of after-adverse tax proceeds (with such order, to the extent permitted results provided for by Sections 280G and 409A 4999 of the Code, designated by Executivethen as a further condition to any payment or benefit provided for in the Agreement or otherwise, the Company may require Executive to submit any payment or otherwise determined benefit provided for in the Agreement or from any other source that the Company reasonably determines may constitute an “excess parachute payment” (as defined in Section 280G(b)(1) of the Code) for approval by the 280G Firm) Company’s stockholders prior to the extent necessary Closing of the Change in Control in the manner required by the terms of Section 280G(b)(5)(B) of the Code, so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole payments or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan benefits will be deemed to have been made and no amount will be payable by Executive constitute a “parachute payment” subject to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax excise taxes under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, determined that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that Payment would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, then Executive shall be entitled to receive an additional payment equal to the lesser of (i) (x) all Excise Taxes imposed upon any Payment plus (y) any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon any amount payable by reason of the Company pursuant to this Section 5(a) and (ii) $500,000 (such reductionaggregate amount, the net after“Gross-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeUp Payment”). (b) The All determinations required to be made under this Section 5 shall be made by the Company’s then primary outside public accountants or such other nationally recognized certified public accounting firm as may be designated by the Company (the “net after-tax benefit” Accounting Firm”), which shall mean provide detailed supporting calculations both to the Company and Executive within fifteen (i15) business days of the Payments which Executive receives or is then entitled to receive receipt of notice from the Company or the Executive that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior has become entitled to a change in ownership Payment, or control of a corporation (within such earlier time as is requested by the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in ControlCompany. All fees and expenses of the 280G Accounting Firm shall be paid borne solely by the Company. The Any determination by the Accounting Firm shall be binding upon the Company will direct and Executive. In the 280G Firm event that the Excise Tax is subsequently determined by the Internal Revenue Service to submit be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, Executive shall promptly repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined by the Internal Revenue Service, the portion of the prior Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by the Employee) to the extent that the Gross-Up Payment would not have been paid to the Executive had the revised amount of the Excise Tax (as established by such subsequent determination by the IRS) been applied for the purposes of Section 5(a). Executive shall cooperate, to the extent that his reasonable out-of pocket expenses are reimbursed by the Company, with any determination it makes under reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax. Executive shall promptly notify the Company in writing of any claim by any taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. (c) Any Gross-Up Payment, as determined pursuant to this Section 7 and detailed supporting calculations to both Executive and 5, shall be paid by the Company as soon as reasonably practicableto Executive upon the later of (i) the consummation of the transactions that triggered the Gross-Up Payment and (ii) within five days of the Company’s receipt of the Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority. Notwithstanding any other provision of this Section 5, the Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (d) If The following terms shall have the 280G Firm determines that one or more reductions are required under following meanings for purposes of this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.5:

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under this Agreement) that the terms of this Agreement or any other plan, arrangement or agreement Executive would receive in connection with Company or an affiliate of Company a transaction (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall and (ii) but for this Section 9, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”), by reason and the Company shall pay the Executive the greater of such reductionthe Full Payment or the Reduced Payment.. For purposes of determining whether to make a Full Payment or a Reduced Payment, the net after-tax benefit Executive receives Company shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled cause to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of be taken into account all applicable federal, state and local income and employment taxes payable and the Excise Tax. If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction Payment shall be reduced pro rata. The independent registered public accounting firm engaged by AFG as of the day prior to the effective date of the transaction shall make all determinations required to be made under this Section 9. If the independent registered public accounting firm so engaged by AFG is serving as accountant or auditor for the individual, entity or group effecting the transaction, AFG shall appoint a nationally recognized independent registered public accounting firm that is reasonably acceptable to the Executive (and such acceptance shall not be unreasonably withheld) to make the determinations required hereunder. The Company shall bear all reasonable expenses with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid determinations by such independent registered public accounting firm required to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an hereunder. The independent registered public accounting firm or law firm (engaged to make the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm determinations hereunder shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and provide its calculations, together with detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such orderdocumentation, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, Company and the Company shall pay such reduced amount to Executive within fifteen (15) calendar days after the date on which the Executive. Executive shall at any time have the unilateral ’s right to forfeit any equity award in whole a Transaction Payment is triggered or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the such other time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G FirmCompany or the Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning either before or after the application of Sections 280G the Reduced Amount, it shall furnish the Company and 4999 the Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the Codeaccounting firm made hereunder shall be final, binding and conclusive upon the Company and the Executive.

Section 280G. (a) The Executive shall bear all expense of, and be solely responsible for, any excise Excise Tax (as defined below) imposed on the Executive; provided, however, in the event that the Accounting Firm (as defined below) determines that receipt of all payments or distributions in the nature of compensation to or for the benefit of the Executive, whether paid or payable pursuant to this Agreement or otherwise (the “Payments”) would subject the Executive to tax imposed by under Section 4999 of the Code, then, after taking into account any reduction in the Payments provided by reason of Section 280G of the Code in any other plan, arrangement or agreement, the Accounting Firm shall determine whether the Payments shall be reduced to the Reduced Amount (as defined below). The Payments shall be reduced to the Reduced Amount only if the Accounting Firm determines that the Net After-Tax Receipt (as defined below) of unreduced aggregate Payments would be equal to or less than one-hundred percent (100%) of the Net After-Tax Receipt of the Reduced Amount. The provisions of this Section 9 shall supersede and control any conflicting Payments adjustment language in the Parachute Limitations provisions in Section 17 of the Four Corners Property Trust, Inc. 2015 Omnibus Incentive Plan, as amended from time to time, or any similar parachute limitations language in any other plan or agreement applicable to Executive. (b) If the Accounting Firm determines that aggregate Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than five (5) business days following the effective date of the applicable Change in Control, or such later date on which there has been a Payment. The reduction of the Payments, if applicable, shall be made in the following order: (i) reduction of cash payments, which will occur in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax being will be the “Excise Tax”first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards, which will occur in the reverse order of the date of grant for such stock awards (i.e., the vesting of the most recently granted stock awards will be reduced first); and (iii) reduction of other employee benefits, which will occur in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced; provided, however, that no reduction of a Payment that is nonqualified deferred compensation subject to Section 409A of the Code shall be made to the extent that such reduction would result in any other payment or benefit received being deemed a substitute (within the meaning of Section 1.409A-3(f) of the Treasury Regulations) for the forfeited amount by reason of such other payment or benefit having a different time or form of payment. With respect to be received by Executiveeach of clauses (i)-(iii), whether payable under in the terms case of any Payments that constitute deferred compensation subject to Section 409A, the reduction will occur first as to amounts that are not deferred. If two or more of the same type of awards are granted on the same date, each award will have their acceleration of vesting reduced on a pro-rata basis. In no event will the Executive have any discretion with respect to the ordering of Payment reductions. All fees and expenses of the Accounting Firm in implementing the provisions of this Agreement Section shall be borne by the Company. (c) For purposes of determining whether and the extent to which the Payments will be subject to the Excise Tax, (i) no portion of the Payments the receipt or any other planenjoyment of which the Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account, arrangement or agreement with Company or an affiliate (ii) no portion of Company (collectivelythe Payments shall be taken into account which, in the “Payments”) that would written opinion of the Accounting Firm, does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, shall be reduced to the extent necessary so that no portion thereof shall be subject to in calculating the Excise Tax, but only if, by reason no portion of such reductionPayments shall be taken into account which, in the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” opinion of Accounting Firm, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G 280G(b)(4)(B) of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time excess of the first payment Base Amount (as defined in Section 280G(b)(3) of the foregoing)Code) allocable to such reasonable compensation, less and (iii) the amount value of Excise Tax imposed any non-cash benefit or any deferred payment or benefit included in the Payments shall be determined by the Accounting Firm in accordance with respect to the payments principles of Sections 280G(d)(3) and benefits described in (b)(i4) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, The Company and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Accounting Firm, and otherwise cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 79. For purposes of making the calculations required by this Section 79, the 280G Accounting Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 4999. (e) For purposes of this Agreement, the term “Accounting Firm” shall mean a nationally recognized accounting firm, or actuarial, benefits or compensation consulting firm (with experience in performing the calculations regarding the applicability of Code Section 280G and of the Codetax imposed by Code Section 4999) selected by the Company immediately prior to a Change in Control.

Section 280G. (a) Executive shall bear Notwithstanding anything contained in this Agreement to the contrary, in the event that the payments and benefits provided pursuant to this Agreement, together with all expense of, other payments and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit benefits received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company Executive (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code), shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Code Section 280G of G, and, but for this Section 4, would be subject to the Codeexcise tax imposed by Code Section 4999 (the “Excise Tax”), less then the Payments shall be made to Executive either (i) in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the Excise Tax (a “Reduced Payment”), whichever of the foregoing amounts, taking into account applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax basis, of the greatest amount of benefits, notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For the avoidance of doubt, the Payments shall include acceleration of vesting of equity awards granted by the Company that vest based on service to the Company and that accelerate in connection with a Change in Control of the Company, but only to the extent such acceleration of vesting is deemed a parachute payment with respect to a Change in Control of the Company. (b) For purposes of determining whether to make a Reduced Payment, if applicable, the Company shall cause to be taken into account all federal, state and local income and employment taxes payable by Executive with respect and excise taxes applicable to the foregoing calculated at Executive (including the highest marginal income tax rate for each year Excise Tax). If a Reduced Payment is made, the Company shall reduce or eliminate the Payments in which the foregoing following order, unless (to the extent permitted by Section 409A of the Code) Executive elects to have the reduction in payments applied in a different order: (1) cancellation of accelerated vesting of options with no intrinsic value, (2) reduction of cash payments, (3) cancellation of accelerated vesting of equity awards other than options, (4) cancellation of accelerated vesting of options with intrinsic value and (5) reduction of other benefits paid to the Executive. In the event that acceleration of vesting is reduced, such acceleration of vesting shall be paid to Executive (based on the rate in effect for such year as set forth cancelled in the Code as in effect at the time reverse order of the first payment date of grant of the foregoing)Executive’s equity awards. In the event that cash payments or other benefits are reduced, less (iii) such reduction shall occur in reverse order beginning with payments or benefits which are to be paid farthest in time from the amount date of Excise Tax imposed with respect the determination. For avoidance of doubt, an option will be considered to have no intrinsic value if the exercise price of the shares subject to the payments and benefits described in (b)(i) aboveoption exceeds the fair market value of such shares. (c) All determinations required to be made under this Section 7 4 (including whether any of the Payments are parachute payments and whether to make a Reduced Payment) will be made by an a nationally recognized independent accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely selected by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7section, the 280G Firm accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonablereasonably, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company will bear the costs that the accounting firm may reasonably incur in connection with the calculations contemplated by this Section 4. The accounting firm’s determination will be binding on both Executive and the Company absent manifest error. (d) As a result of uncertainty in the application of Sections 4999 and 280G of the Code at the time of the initial determination by the accounting firm hereunder, it is possible that payments will have been made by the Company which should not have been made (an “Overpayment”) or that additional payments which will not have been made by the Company could have been made (an “Underpayment”), consistent in each case with the calculation of whether and to what extent a Reduced Payment shall be made hereunder. In either event, the accounting firm shall determine the amount of the Underpayment or Overpayment that has occurred. In the event that the accounting firm determines that an Overpayment has occurred, the Executive shall promptly repay, or transfer, to the Company the amount of any such Overpayment; provided, however, that no amount shall be payable, or transferable, by the Executive to the Company if and to the extent that such payment or transfer would not reduce the amount that is subject to taxation under Section 4999 of the Code. In the event that the accounting firm determines that an Underpayment has occurred, such Underpayment shall promptly be paid or transferred by the Company to or for the benefit of the Executive, together with interest at the applicable federal rate provided in Section 7872(f)(2) of the Code. (e) If this Section 4 is applicable with respect to an Executive’s receipt of a Reduced Payment, it shall supersede any contrary provision of any plan, arrangement or agreement governing the Executive’s rights to the Payments.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a Change of Control or to be received by Executive, whether payable under other transaction (the terms of this Agreement or any other plan, arrangement or agreement with “Transaction”) from the Company or an affiliate of Company otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net portions of the Transaction Payment shall be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Transaction Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification will preserve to the greatest extent possible, the greatest economic benefit for the Executive as determined on an after-tax benefit Executive receives shall exceed basis; (B) as a second priority, any amounts of the net after-tax benefit Transaction Payment that Executive would receive if no such reduction was made.are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before any amounts of the Transaction Payment that are not contingent on future events; and (C) as a third priority, any amounts of the Transaction Payment that are “deferred compensation” within the meaning of Section 409A will be reduced (or eliminated) before any amounts of the Transaction Payment that are not deferred compensation within the meaning of Section 409A. (b) The “net after-tax benefit” shall mean Notwithstanding the foregoing, in the event that no stock of the Parent is readily tradeable on an established securities market or otherwise (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Change of Control and to the extent allowable pursuant to Treas. Reg. §1.280G-1, the Parent shall cause a vote of shareholders to be held on the portion of the foregoing), less Transaction Payments that equals or exceeds three times (iii3x) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the Executive’s “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation base amount” (within the meaning of Treasury regulations under Section 280G of the Code)) (the “Excess Parachute Payments”) in accordance with Treas. The 280G Firm Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Parent does not cause a vote of shareholders to be required to evaluate held on all Excess Parachute Payments or the extent to which payments are exempt from shareholders do not approve all Excess Parachute Payments, the provisions set forth in Section 280G 5.7(a) of this Agreement shall apply. (c) Unless the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are otherwise agree in writing, any determination required under this Section 7, such Payments section shall be reduced made in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined writing by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. Company’s independent public accountants (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “OverpaymentsAccountants”), or that additional amounts should whose determination shall be paid or distributed to Executive (collectively, conclusive and binding upon the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7for all purposes. For purposes of making the calculations required by this Section 7section, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or the Executive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. (a) Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive shall bear all expense of, and be solely responsible for, any excise to tax imposed by under Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectivelyCode, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Payments”) Reduced Amount.” If the Accounting Firm determines that would constitute there is a “parachute payment” within Reduced Amount, then the meaning of Section 280G of the Code, aggregate Agreement Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeReduced Amount. (b) The “net after-tax benefit” shall mean (i) If the Accounting Firm determines that the aggregate Agreement Payments which Executive receives should be reduced to the Reduced Amount, the Bank or is then entitled to receive from the Company shall promptly give the Executive notice to that would constitute effect and a copy of the detailed calculation thereof, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “parachute paymentsnonqualified deferred compensation” within the meaning for purposes of Section 280G 409A of the Code, less and shall advise the Bank or the Company in writing of the Executive’s election within ten days of the Executive’s receipt of notice. If no such election is made by the Executive within such ten-day period, the Bank or the Company shall reduce the Agreement Payments in the following order: (ii1) by reducing benefits payable pursuant to Section 5(a)(1)(B) of the amount Agreement and then (2) by reducing amounts payable pursuant to Section 5(a)(2) of all federal, state and local income and employment taxes payable the Agreement. All determinations made by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing Accounting Firm under this Section 8 shall be paid to binding upon the Bank, the Company and the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time and shall be made within 60 days of the first payment Executive’s Date of the foregoing), less (iii) the amount of Excise Tax imposed Termination. In connection with respect to the payments and benefits described in (b)(i) above. (c) All making determinations under this Section 7 will be made by an accounting firm or law firm (8, the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Accounting Firm shall be required to evaluate take into account the extent to which payments are exempt from Section 280G value of the Code as any reasonable compensation for services to be rendered by the Executive before or after the Change in of Control. All fees and expenses of , including any non-competition provisions that may apply to the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, Bank and the Company shall pay cooperate in the valuation of any such reduced amount to Executive. Executive shall at services, including any time have the unilateral right to forfeit any equity award in whole or in partnon-competition provisions. (ec) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 7hereunder, it is possible that amounts will have been paid or distributed by the Bank or the Company to or for the benefit of the Executive that pursuant to this Agreement which should not have been so paid or distributed (collectivelyeach, the an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Bank or the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (collectivelyeach, the an “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against Executive the Bank, the Company or the Company, Executive which assertion the 280G Accounting Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Bank or the Company to or for the benefit of the Executive must repay shall be repaid by the Overpayment Executive to the Company, without interestBank or the Company (as applicable) together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the 280G Firm will notify Executive and Bank or the Company of that determination, and to or for the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance benefit of the determinations and calculations contemplated by this Executive together with interest at the applicable federal rate provided for in Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 7872(f)(2) of the Code. (d) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by the Bank or the Company, as applicable.

Section 280G. In the event that any payments, distributions, benefits or entitlements of any type payable to Executive (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Total Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less Code (ii) the amount which will not include any portion of all federal, state and local income and employment taxes payable by Executive with respect payments allocated to the foregoing calculated at the highest marginal income tax rate restrictive covenant provisions of Section 6 hereof that are classified as payments of reasonable compensation for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time purposes of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall , and (ii) but for this paragraph would be required subject to evaluate the extent to which payments are exempt from excise tax imposed by Section 280G 4999 of the Code as reasonable compensation for services rendered before or after (the Change in Control. All fees and expenses of “Excise Tax”), then the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Total Payments shall be reduced either: (a) provided in full, or (b) provided as to such lesser extent as would result in no portion of such Total Payments being subject to the order that would provide Executive with Excise Tax, whichever of the largest amount of foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in Executive’s receipt on an after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A basis of the Codegreatest amount of the Total Payments, designated by Executive, notwithstanding that all or otherwise determined by some portion of the 280G Firm) to the extent necessary so that no portion thereof shall Total Payments may be subject to the Excise Tax, and . Unless the Company shall pay such reduced amount to Executive. and Executive shall at otherwise agree in writing, any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations determination required under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed 18 shall be made in writing in good faith based on the advice of a nationally recognized accounting firm selected by the Company (collectively, with approval of Executive) (the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “UnderpaymentsAccountants”). If In the 280G Firm determines, based on either the assertion event of a deficiency reduction of benefits hereunder, benefits shall be reduced by first reducing or eliminating the Internal Revenue Service against Executive portion of the Total Payments that are payable in cash under Section 2(c) or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, Section 5 and then only by reducing or eliminating any amounts that are payable with respect to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code long-term incentives including any equity-based or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent equity-related awards (whether payable in cash or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7kind). For purposes of making the calculations required by this Section 718, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably require to make a determination under this Section 18, and the Company shall bear the cost of all fees the Accountants charge in connection with any calculations contemplated by this Section 18.

Section 280G. (a) Executive Notwithstanding anything in this Agreement to the contrary, in the event it shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, determined that any payment or distribution by the Company or any of its affiliated companies to or for the benefit received of Employee (whether paid or payable or distributed or distributable pursuant to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company otherwise) (collectively, the a “PaymentsPayment”) that would constitute a “be an excess parachute payment” payment within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section section 280G of the Code (such excess only, an “Excess Payment”), then the Employee shall forfeit all Excess Payments if the after-tax value to Employee of the Payments as reasonable compensation for services rendered before reduced by such forfeiture would be greater than the after-tax value to Employee of the Payments absent such forfeiture. The forfeiture of Excess Payments, if applicable, shall be applied by: (i) first reducing the cash Severance Benefits (with cash Severance Benefits having different payment terms being reduced on a pro-rata basis); (ii) then cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); (iii) then cancellation of accelerated vesting of other equity awards (based on the reverse order of the date of grant); and (iv) finally reduction of any other benefits or after payments due to Employee (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All determinations required to be made under this Section 6, and the Change assumptions to be utilized in Controlarriving at such determination, shall be made by a major accounting firm with expertise in such matters designated by the Company (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the receipt of notice from Employee that there has been a Payment, or such earlier time as is requested by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Employee. All fees and expenses of the 280G Accounting Firm for services performed pursuant to this Section 6 shall be paid borne solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) If the aggregate of all amounts and benefits due to the Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, program, agreement or arrangement or agreement with of the Company or an affiliate any of Company its Affiliates, which, if received by the Executive in full, would constitute “parachute payments” as such term is defined in and under Section 280G of the Code (collectively, “Change of Control Benefits”), reduced by all Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive’s “Paymentsbase amount”) that would constitute a “parachute payment” within the meaning of , as defined in and determined under Section 280G of the Code, then such Change of Control Benefits shall be reduced or eliminated to the extent necessary so that no portion thereof the Change of Control Benefits received by the Executive will not constitute parachute payments. If a reduction in the Change of Control Benefits is necessary, reduction shall be occur in the following order unless the Executive elects in writing a different order, subject to the Excise TaxCompany’s consent (which consent shall not be unreasonably withheld): first, but only if, by reason a reduction of such reductioncash payments not attributable to equity awards which vest on an accelerated basis; second, the net after-tax benefit cancellation of accelerated vesting of stock awards; third, the reduction of employee benefits; and fourth, a reduction in any other “parachute payments”. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s stock awards unless the Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeelects in writing a different order for cancellation. (b) The It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “net after-tax benefitExcess Payment” or “Underpayment”, respectively). If there is an Excess Payment, the Executive shall mean (i) the Payments which Executive receives or is then entitled to receive from promptly repay the Company that would constitute “parachute payments” within an amount consistent with this Section 13.2. If there is an Underpayment, the meaning of Company shall pay the Executive an amount consistent with this Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above13.2. (c) All The determinations under with respect to this Section 7 will 13.2 shall be made by an accounting firm or law firm independent auditor (the “280G FirmAuditor”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely compensated by the Company. The Company will direct Auditor shall be the 280G Firm Company’s regular independent auditor, unless the Executive objects to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the use of that firm, in which event the Auditor shall be a nationally-recognized United States public accounting firm chosen by the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined approved by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”which approval shall not be unreasonably withheld or delayed). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7Agreement, the 280G Firm may rely on reasonableterm “Code” shall mean the Internal Revenue Code of 1986, good faith interpretations concerning the application of Sections 280G as amended, including all final regulations promulgated thereunder and 4999 any reference to a particular section of the CodeCode shall include any provision that modifies, replaces or supersedes such section.

Section 280G. (a) Executive shall bear all expense ofNotwithstanding any other agreement between the Combined Company and Executive, and be solely responsible for, any excise tax imposed by Section 4999 of in the Code (such excise tax being the “Excise Tax”); provided, however, event that any payment or benefit received benefits provided to Executive (whether made or provided pursuant to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”otherwise) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less Code (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G FirmParachute Payments”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the tax (the “Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e”) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency imposed by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If , then Executive shall be entitled to receive either (i) the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the full amount of the Parachute Payments, or (ii) the maximum amount that Underpayment may be provided to Executive without interest. resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (fi) Executive and (ii), after taking into account applicable Federal, state, and local taxes and the Company will provide Excise Tax, results in the 280G Firm access receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (a) any cash payment under any retention bonus agreement or similar agreement, (b) any cash severance payable by reference to Executive’s Base Salary and copies Annual Bonus; (c) any other cash amount payable to Executive; (d) any benefit valued as a Parachute Payment; and (e) acceleration of vesting of any books, records, equity award. Such reduction shall be first applied to payments and documents benefits in their possession as reasonably requested by each of the 280G Firm, and otherwise cooperate forgoing categories in reverse order beginning with the 280G Firm payments or benefits that are to be paid the furthest in connection with time from the preparation and issuance date of such determination. Any determination required under this Section 6.14 shall be made in writing by a nationally recognized public accounting firm designated by public accountants of the determinations Combined Company, whose determination shall be conclusive and calculations contemplated by this Section 7binding for all purposes upon the Combined Company and Executive. For purposes of making the calculations any calculation required by this Section 76.14, the 280G Firm such accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. Notwithstanding any other provision of this Agreement or the terms of any other agreement, award or plan, if any payment to or for the benefit of the Executive, whether paid or payable pursuant to the terms of this Agreement or otherwise (aeach, a “Payment,” and collectively, the “Total Payments”), would be subject (in whole or in part) Executive shall bear all expense of, and be solely responsible for, any to the excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, howeverthen the Total Payments shall be reduced to the minimum extent necessary to avoid the imposition of the Excise Tax on the Total Payments, that any but only if (a) the net amount of such Total Payments, as so reduced, is greater than or equal to (b) the net amount of such Total Payments without such reduction (in each case, after subtracting the expected federal, state and local taxes on such Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such Total Payments). The reduction of the Total Payments contemplated in this paragraph will be implemented by determining the Parachute Payment Ratio (as defined below), as determined in good faith by the Company, for each Payment and then reducing the Total Payments in order beginning with the Payment with the highest Parachute Payment Ratio. For Payments with the same Parachute Payment Ratio, such Payments will be reduced based on the time of payment or benefit received or to of such Payments, with the latest Payments reduced first. For Payments with the same Parachute Ratio and the same time of payment, each such Payment will be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectivelyreduced proportionately. For purposes hereof, the term “Payments”Parachute Payment Ratio” shall mean a fraction, (x) that would constitute a “parachute payment” within the meaning numerator of which is the value of the applicable Total Payment (as calculated for purposes of Section 280G of the Code), shall be reduced to and (y) the extent necessary so that no portion thereof shall be subject to denominator of which is the Excise Taxintrinsic (i.e., but only if, by reason economic) value of such reduction, Total Payment. For the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning avoidance of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such orderdoubt, to the extent permitted any payments or benefits covered by Sections 280G and this Section 19 constitute “nonqualified deferred compensation” subject to Section 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations reduction contemplated under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan 19 will be deemed effected in a manner intended to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under comply with Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 409A of the Code.

Section 280G. In the event it shall be determined that any payment or distribution by the Company or any of its affiliates to or for the benefit of Executive (awhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) Executive shall bear all expense of(the “Total Payments”), and is or will be solely responsible for, any subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax being the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax”); provided) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, howeverif applicable, that any shall be made by reducing first the payment or benefit received or made pursuant to be received by Executive, whether payable under the terms Section 5(a)(ii) of this Agreement or Agreement, then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to the payment made pursuant to Section 5(a)(iv) of this Agreement, and then to any other planpayment that triggers such Excise Tax in the following order: (i) reduction of cash payments, arrangement (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 the Participant (with benefits or agreement with Company or an affiliate payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, and all determinations as to whether any of Company (collectively, the “Payments”) that would constitute a Total Payments are “parachute paymentpayments” (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to Executive shall be reduced to the extent necessary so that no portion thereof Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be subject made at the Company’s expense by a nationally recognized accounting firm mutually acceptable to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Company and Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Accounting Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under this Agreement) that the terms of this Agreement or any other plan, arrangement or agreement Executive would receive in connection with a transaction (the “Transaction”) from the Company or an affiliate of Company otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives portions of the Transaction Payment shall exceed the net after-tax benefit that Executive would receive if no such reduction was madebe reduced pro rata. (b) The “net after-tax benefit” shall mean (i) Notwithstanding the Payments which Executive receives or is then entitled to receive from foregoing, in the event that no stock of the Company that would constitute “parachute payments” is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Transaction, the Company shall cause a vote of shareholders to be held to approve the portion of the foregoing), less Transaction Payments that equals or exceeds three times (iii3x) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the Executive’s “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation base amount” (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. ) (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “OverpaymentsExcess Parachute Payments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received (including payments and benefits pursuant to this Agreement) that the Executive would receive in connection with a Change of Control or to be received by Executive, whether payable under other transaction (the terms of this Agreement or any other plan, arrangement or agreement with “Transaction”) from the Company or an affiliate of Company otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives portions of the Transaction Payment shall exceed the net after-tax benefit that Executive would receive if no such reduction was madebe reduced pro rata. (b) The “net after-tax benefit” shall mean (i) Notwithstanding the Payments which Executive receives or is then entitled to receive from foregoing, in the event that no stock of the Company that would constitute “parachute payments” is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Change of Control of the foregoing)Company, less the Company shall cause a vote of shareholders to be held to approve the portion of the Transaction Payments that equals or exceeds three times (iii3x) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the Executive’s “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation base amount” (within the meaning of Treasury regulations under Section 280G of the Code)) (the “Excess Parachute Payments”) in accordance with Treas. The 280G Firm Reg. §1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be required held to evaluate approve all Excess Parachute Payments, the extent to which payments are exempt from provisions set forth in Section 280G 5.7(a) of this Agreement shall apply. (c) Unless the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are otherwise agree in writing, any determination required under this Section 7, such Payments section shall be reduced made in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined writing by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. Company’s independent public accountants (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “OverpaymentsAccountants”), or that additional amounts should whose determination shall be paid or distributed to Executive (collectively, conclusive and binding upon the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7for all purposes. For purposes of making the calculations required by this Section 7section, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or the Executive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. (ai) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received (including payments and benefits pursuant to this Agreement) that Executive would receive from the Company, or to be received otherwise, contingent on an event covered by Executive, whether payable under Section 280G(b)(2)(A)(i) of the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company Code (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall and (ii) but for this Section 3(m), be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), but only ifthen the Executive shall be entitled to receive, by reason whichever of such reduction, the net following that results in the greater amount payable to him on an after-tax benefit basis: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that the Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. largest payment possible without the imposition of the Excise Tax (b) The a “net after-tax benefit” shall mean (i) the Payments which Executive receives Reduced Payment”). For purposes of determining whether to make a Full Payment or is then entitled to receive from a Reduced Payment, the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of shall cause to be taken into account all applicable federal, state and local income and employment taxes payable by and the Excise Tax. If a Reduced Payment is made, (x) Executive with respect shall have no rights to any additional payments and/or benefits constituting the foregoing calculated at Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the highest marginal income tax rate for each year manner that results in which the foregoing shall be paid greatest economic benefit to Executive (based on the rate as determined in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such orderparagraph, to the extent permitted by Sections 280G and 409A Section 409A. If more than one method of reduction will result in the same economic benefit, the portions of the CodePayment shall be reduced pro rata, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the permitted by Section 409A. (ii) The Company shall pay such reduced amount engage an independent registered public accounting firm to Executive. Executive shall at any time have the unilateral right make all determinations required to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations be made under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”3(m), or that additional amounts should be paid or distributed and shall bear all reasonable expenses with respect thereto. The independent registered public accounting firm engaged to Executive (collectivelymake the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the “Underpayments”)Company and Executive. If the 280G Firm determines, based on either independent registered public accounting firm determines that no Excise Tax is payable with respect to the assertion Transaction Payments (whether or not by reason of payment to Executive of a deficiency by Reduced Payment), it shall furnish the Internal Revenue Service against Company and Executive or the Company, which assertion the 280G Firm believes has a high probability with detailed supporting calculations of success or is otherwise based on controlling precedent or substantial authority, its determination that an Overpayment has been made, Executive must repay the Overpayment no Excise Tax will be imposed with respect to the CompanyTransaction Payments. All good faith determinations of the accounting firm made hereunder shall be final, without interest; provided, however, that no loan will be deemed to have been made binding and no amount will be payable by Executive to conclusive upon the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestExecutive. [Signature page follows. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.]

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or the Recipient would receive pursuant to be received by Executive, whether payable under the terms of this Agreement or pursuant to any other benefit plan, agreement or arrangement or agreement with between the Recipient and the Company or an affiliate of Company any Related Entity (collectively, the “PaymentsPayment”) that would (i) constitute a “parachute paymentParachute Payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the extent necessary so Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion thereof shall of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Recipient’s receipt, on an after-tax basis, of the greatest economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting Parachute Payments is necessary so that the Payment equals the Reduced Amount, but only ifreduction shall occur in the manner that results in the greatest economic benefit for the Recipient to the extent permitted by Section 409A of the Code, by reason of such reductionto the extent applicable, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of and Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) . All determinations under this Section 7 7(d) will be made by an actuarial firm, accounting firm, law firm, or consulting firm or law firm experienced and generally recognized in 280G matters (the “280G Firm”) that is mutually agreed to chosen by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the CompanyCompany or its successor. The Company will direct and the Recipient shall furnish the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, information and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonablereasonably request in order to make its required determination. The 280G Firm will provide its calculations, together with detailed supporting documentation, to the Company and the Recipient as soon as practicable following its engagement. Any good faith interpretations concerning determinations of the application of Sections 280G Firm made hereunder will be final, binding and 4999 of conclusive upon the CodeCompany and the Recipient.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement Agreement) that Executive would receive in connection with a Change in Control from the Company or an affiliate of Company otherwise (collectively, the a “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of Transaction Payments notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payments (a “Full Payment”), but or (2) payment of only ifa portion of the Transaction Payments so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account all applicable federal, state, local and foreign income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the forfeited portion of the Full Payment, and (y) reduction in payments and/or benefits will occur in the manner that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives shall exceed items so reduced will be reduced pro rata. Notwithstanding the net after-tax benefit that Executive would receive foregoing, if no such reduction was madewould result in any portion of the Transaction Payments being subject to penalties pursuant to Section 409A that would not otherwise be subject to such penalties, then the reduction method shall be modified so as to avoid the imposition of penalties pursuant to Section 409A as follows: (A) Transaction Payments that are contingent on future events (e.g., being terminated without Cause), shall be reduced (or eliminated) before Transaction Payments that are not contingent on future events; and (B) Transaction Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced (or eliminated) before Transaction Payments that are not deferred compensation within the meaning of Section 409A. In the event that acceleration of vesting of any equity compensation awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant of Executive’s equity awards. In no event will the Company or any stockholder be liable to Executive for any amounts not paid as a result of the operation of this provision. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from professional firm engaged by the Company that would constitute “parachute payments” within the meaning of Section 280G for general tax purposes as of the Codeday prior to the effective date of the Change in Control shall make all determinations required to be made under this Exhibit B. If the professional firm so engaged by the Company is serving as accountant or auditor for the individual, less (ii) entity or group effecting the amount of Change in Control, the Company shall appoint a nationally recognized independent registered public accounting firm to make the determinations required hereunder. The Company shall bear all federal, state and local income and employment taxes payable by Executive expenses with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall determinations by such professional firm required to be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) abovemade hereunder. (c) All The professional firm engaged to make the determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed hereunder shall provide its calculations, together with detailed supporting documentation, to by Executive and the Company prior and Executive within a reasonable period after the date on which Executive’s right to a change in ownership Transaction Payment is triggered or control of a corporation (within such other time as reasonably requested by the meaning of Treasury regulations under Section 280G of Company or Executive. If the Code). The 280G Firm shall be required professional firm determines that no Excise Tax is payable with respect to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered Transaction Payment, either before or after the Change in Control. All fees and expenses application of the 280G Firm Reduced Amount, it shall be paid solely by furnish the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to both Executive such Transaction Payment. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company as soon as reasonably practicableand Executive. (d) If Notwithstanding the 280G Firm determines that one or more reductions are required under this Section 7foregoing, such Payments shall be reduced if the Company is privately held as of immediately prior to a Change in Control and it is deemed necessary by the order that would provide Executive with the largest amount of after-tax proceeds (with such order, Company to the extent permitted by Sections 280G and 409A avoid any potential imposition of the Code, designated adverse tax results provided for by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code., then as a

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, Notwithstanding any excise tax imposed by Section 4999 other provision of the Code (such excise tax being Agreement to the “Excise Tax”); providedcontrary, however, 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 in Control or the termination of the Executive’s employment, whether payable under pursuant to the terms of this the Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company agreement) (collectivelyall such payments and benefits, including the severance benefits payable hereunder, being hereinafter referred to as the “Total Payments”) that would constitute a be subject (in whole or part), to the excise tax imposed under Section 4999 (the “parachute payment” within Excise Tax”), then, after taking into account any reduction in the meaning Total Payments provided by reason of Section 280G of in such other plan, arrangement or agreement, the Code, severance benefits payable hereunder shall be reduced to the extent necessary so that no portion thereof shall be of the Total Payments is subject to the Excise Tax, Tax but only if, by reason if (A) the net amount of such reductionTotal Payments, as so reduced (and after subtracting the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income taxes on such reduced Total Payments and employment after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) Total Payments and the amount of Excise Tax imposed with to which the Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to the payments and benefits described in (b)(i) abovesuch unreduced Total Payments). (cb) All determinations under this Section 7 will be made by an accounting firm or law firm (In the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control case of a corporation (within reduction in the meaning of Treasury regulations under Total Payments pursuant to Section 280G of 11.9(a), the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Total Payments shall be reduced in the order following order: (A) payments that would provide Executive are payable in cash the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a) shall be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity the full amount of which are treated as parachute payments under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the largest amount highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall next be reduced; (C) 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, shall next be reduced; (D) payments and benefits due in respect of afterany 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) shall next be reduced; and (E) all other non-tax proceeds cash benefits not otherwise described in clauses (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, B) or otherwise determined by the 280G Firm(D) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such next reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in partpro-rata. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, If any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment payments or benefit 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 payable under pursuant to the terms of this Agreement or any other plan, arrangement or agreement with Company agreement, or an affiliate of Company otherwise) (collectively, all such payments collectively referred to herein as the “280G Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), the Executive shall receive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes): (1) the 280G Payments or (2) one dollar less (ii) than the amount of all federal, state and local income and employment taxes payable by the 280G Payments that would subject the Executive with respect to the foregoing calculated at Excise Tax (the highest marginal income tax rate for each year “Safe Harbor Amount”). If a reduction in the 280G Payments is necessary so that the 280G Payments equal the Safe Harbor Amount and none of the 280G Payments constitute a deferral of compensation within the meaning of and subject to Section 409A (“Nonqualified Deferred Compensation”), then the reduction shall occur in the manner the Executive elects in writing prior to the date of payment. If any 280G Payments constitute Nonqualified Deferred Compensation or if the Executive fails to elect an order, then the 280G Payments to be reduced will be determined in a manner which has the foregoing least economic cost to the Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to you, until the reduction is achieved. (b) All calculations and determinations under this Section 5.9 shall be paid to Executive made by an independent accounting firm or independent tax counsel appointed by the Company (based the “Tax Counsel”) whose determinations shall be conclusive and binding on the rate in effect Company and the Executive for such year as set forth in all purposes. For purposes of making the Code as in effect at calculations and determinations required by this Section 5.9, the time Tax Counsel may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the first payment of Code. The Company and the foregoing), less (iii) Executive shall furnish the amount of Excise Tax imposed Counsel with respect such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 5.9. The Company shall bear all costs the payments and benefits described Tax Counsel may reasonably incur in (b)(i) aboveconnection with its services. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by The Executive and hereby agrees with the Company prior and any successor thereto to a change in ownership good faith consider and take steps commonly used to minimize or control of a corporation (eliminate any “parachute payments” within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed if requested to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency do so by the Internal Revenue Service against Executive Company or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interestany successor thereto; provided, however, that no loan will be deemed to have been made and no amount will be payable by the foregoing language shall neither require the Executive to the Company unlesstake or not take any specific action in furtherance thereof nor contravene, and then only limit or remove any right or privilege provided to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestthis Agreement. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under this Agreement) that the terms of this Agreement or any other plan, arrangement or agreement Executive would receive in connection with a transaction (the “Transaction”) from the Company or an affiliate of Company otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives portions of the Transaction Payment shall exceed the net after-tax benefit that Executive would receive if no such reduction was madebe reduced pro rata. (b) The “net after-tax benefit” shall mean (i) Notwithstanding the Payments which Executive receives or is then entitled to receive from foregoing, in the event that no stock of the Company that would constitute “parachute payments” is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Transaction, the Company shall cause a vote of shareholders to be held to approve the portion of the foregoing), less Transaction Payments that equals or exceeds three times (iii3x) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the Executive’s “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation base amount” (within the meaning of Treasury regulations under Section 280G of the Code)) (the “Excess Parachute Payments”) in accordance with Treas. The 280G Firm Reg. § 1.280G-1, and the Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be required held to evaluate approve all Excess Parachute Payments, the extent to which payments are exempt from provisions set forth in Section 280G 5.7(a) of this Agreement shall apply. (c) Unless the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are otherwise agree in writing, any determination required under this Section 7, such Payments section shall be reduced made in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined writing by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. Company’s independent public accountants (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “OverpaymentsAccountants”), or that additional amounts should whose determination shall be paid or distributed to Executive (collectively, conclusive and binding upon the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7for all purposes. For purposes of making the calculations required by this Section 7section, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or the Executive. The Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section.

Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, in the event it will be determined that any payment or distribution by the Equity Group to or for the benefit of Executive shall bear all expense of(whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (such benefits, and payments or distributions are hereinafter referred to as “Payments”) would, if paid, be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, howeverthen, that prior to the making of any payment or benefit received or Payments to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company a calculation will be made comparing (collectively, the “Payments”i) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit to Executive receives shall exceed of the Payments after payment by Executive of the Excise Tax, to (ii) the net after-tax benefit that to Executive would receive if no such reduction was madethe Payments had been limited to the extent necessary to avoid being subject to the Excise Tax. If the amount calculated under clause (i) of the immediately preceding sentence is less than the amount calculated under clause (ii) thereof, then the Payments will be limited to the extent necessary to avoid triggering the Excise Tax (the “Reduced Amount”). (b) The reduction of the Payments, if applicable, will be made by first reducing cash Payments and then, to the extent necessary, reducing those Payments having the next highest ratio of Parachute Value to actual present value of such Payments as of the date of the Change of Control, as determined by the accounting firm that was the Bank’s independent auditor immediately before the Change of Control (the “net after-tax benefitDetermination Firm”). For purposes of this Section 7, present value will be determined in accordance with Section 280G(d)(4) of the Code. For purposes of this Section 7, the “Parachute Value” shall mean (i) of a Payment means the Payments which Executive receives or is then entitled to receive from present value as of the Company date of the Change of Control of the portion of such Payment that would constitute constitutes a “parachute paymentspayment” within the meaning of under Section 280G 280G(b)(2) of the Code, less (ii) as determined by the amount Determination Firm for purposes of all federal, state determining whether and local income and employment taxes payable by Executive with respect to what extent the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect will apply to the payments and benefits described in (b)(i) abovesuch Payment. (c) All determinations required to be made under this Section 7 7, including whether an Excise Tax would otherwise be imposed, whether the Payments will be reduced, the amount of the Reduced Amount, and the assumptions to be utilized in arriving at such determinations, will be made by an accounting firm or law firm the Determination Firm, which will provide detailed supporting calculations both to the Bank and Executive within fifteen (the “280G Firm”15) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or business days after the Change in Controlreceipt of notice from Executive that a Payment is due to be made, or such earlier time as is requested by the Bank. All fees and expenses of the 280G Determination Firm shall will be paid borne solely by the CompanyBank. The Company Any determination by the Determination Firm will direct be binding upon the 280G Firm to submit any determination it makes under this Section 7 Bank and detailed supporting calculations to both Executive and the Company as soon as reasonably practicableExecutive. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Determination Firm makes its determinations under this Section 7hereunder, it is possible that amounts will have been paid or distributed by the Equity Group to or for the benefit of Executive that should not have been so paid or distributed (collectively, the an “OverpaymentsOverpayment”), ) or that additional amounts should be that will have not been paid or distributed by the Equity Group to or for the benefit of Executive could have been so paid or distributed (collectively, the an “UnderpaymentsUnderpayment”). If In the 280G Firm determinesevent that the Determination Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Equity Group or Executive or that the Company, which assertion the 280G Determination Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Equity Group to or for the benefit of Executive must repay the Overpayment will be repaid by Executive to the Company, without interestappropriate member of the Equity Group together with interest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no loan such repayment will be deemed to have been made required if and no amount will be payable by Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determinesDetermination Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, the 280G Firm any such Underpayment will notify Executive and the Company of that determination, and the Company will be promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested paid by the 280G FirmEquity Group to or for the benefit of Executive, and otherwise cooperate together with interest at the 280G Firm applicable federal rate provided for in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 7872(f)(2)(A) of the Code., but no later than March

Section 280G. (ai) Executive shall bear all expense ofIn the event that the Grantee becomes entitled to payments or benefits under this Agreement, and be solely responsible for, the Plan and/or any excise tax imposed other payments or benefits by reason of a “change of control” as defined in Section 4999 280G of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company and regulations thereunder (collectively, the “Payments”) that ), and any such Payment would constitute a an “excess parachute payment” within the meaning of Section 280G 280G(b)(1) of the Code, shall be reduced to the extent necessary so that no portion thereof shall or would otherwise be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “Excise Tax”), as determined by an independent certified public accounting firm selected by the University (the “Accounting Firm”), the amount of the Grantee’s Payments shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Grantee, but only if, the total Payments, as so limited and net of all taxes imposed on the Grantee with respect thereto, is greater than the total Payments without applying such limitation, net of all taxes imposed on the Grantee with respect thereto (including any such Excise Tax). (ii) If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards that vest on an accelerated basis, in reverse order of payment; second, the reduction of employee benefits; third, a reduction in any other “parachute payments” (as defined in Section 280G of the Code) that do not constitute acceleration of vesting benefits, in reverse order of payment; and fourth, the cancellation of accelerating the vesting of stock awards. If acceleration of vesting of stock award compensation is to be canceled, such acceleration of vesting shall be canceled in the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, reverse order of the 280G Firm will notify Executive and date of grant of the Company of that determinationGrantee’s stock awards, and the Company will promptly pay acceleration of the amount vesting of that Underpayment to Executive without interestfull shares shall be canceled before the acceleration of the vesting of options. (fiii) Executive All determinations required to be made under this Section 12(d) will be made by the Accounting Firm. Any determination by the Accounting Firm will be binding upon the University and the Company will provide Grantee. The fees and expenses of the 280G Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm for its services in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making 12 shall be borne by the calculations required University. (iv) If requested by this Section 7the Grantee, the 280G Firm may rely on reasonableUniversity agrees to use reasonable best efforts to solicit the approval of its stockholders, good faith interpretations concerning to the application of Sections 280G extent and 4999 in the manner required under Section 280G(b)(5)(B) of the CodeCode and the regulations promulgated thereunder, of any “parachute payments” waived by the Grantee.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Change in Control or to be received by Executive, whether payable under other transaction (the terms of this Agreement or any other plan, arrangement or agreement with “Transaction”) from the Company or an affiliate of Company otherwise (collectively, the “PaymentsTransaction Payment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of any noncompetition provision set forth in the NDA, all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives portions of the Transaction Payment shall exceed the net after-tax benefit that Executive would receive if no such reduction was madebe reduced pro rata. (b) The “net after-tax benefit” shall mean (i) Notwithstanding the Payments which Executive receives or is then entitled to receive from foregoing, in the event that no stock of the Company that would constitute “parachute payments” is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Change in Control of the foregoing)Company, less (iii) the amount Company shall cause a vote of Excise Tax imposed shareholders to be held with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (approval of the portion of the Transaction Payments that exceeds three times Executive’s “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation base amount” (within the meaning of Treasury regulations under Section 280G of the Code)) (the “Excess Parachute Payments”) in accordance with Treas. The 280G Firm Reg. §1.280G-1, and Executive shall cooperate with such vote of shareholders, including the execution of any required documentation subjecting Executive’s entitlement to all Excess Parachute Payments to such shareholder vote. In the event that the Company does not cause a vote of shareholder to be required held to evaluate approve all Excess Parachute Payments, the extent to which payments are exempt from provisions set forth in Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm 5.7(a) shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both apply. (c) Unless Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are otherwise agree in writing, any determination required under this Section 7, such Payments section shall be reduced made in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined writing by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. Company’s independent public accountants (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “OverpaymentsAccountants”), or that additional amounts should whose determination shall be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made conclusive and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7for all purposes. For purposes of making the calculations required by this Section 7section, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and Executive as requested by the Company or Executive. Executive and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this section as well as any costs incurred by Executive with the Accountants for tax planning under Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense ofIf it is determined that the amounts payable to your under this Agreement, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or when considered together with any other plan, arrangement or agreement with Company or an affiliate amounts payable to you as a result of Company a Change of Control (collectively, the “PaymentsPayment”) that would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced equal to the extent necessary so Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion thereof shall of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in 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. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, but only ifreduction shall occur in the following order: reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant. The accounting firm engaged by reason the Company for general audit purposes as of such reductionthe day prior to the effective date of the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Company shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and the Company within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or the Company) or such other time as requested by you or the Company. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and the Company with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and the Company, except as set forth below. If, notwithstanding any reduction described in this Section 7, the IRS determines that you are liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be paid to the Company so that your net after-tax benefit Executive receives proceeds with respect to any payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall exceed be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax benefit that Executive would receive proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. Notwithstanding any either provision of this Section 7, if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) there is a reduction in the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning payment of Section 280G of the Codebenefits as described in this section, less (ii) the amount IRS later determines that you are liable for the Excise Tax, the payment of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth would result in the Code as in effect at the time maximization of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of your net after-tax proceeds (with such ordercalculated as if your benefits had not previously been reduced), to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm(iii) to the extent necessary so that no portion thereof shall be subject to you pay the Excise Tax, and then the Company shall pay such to you those benefits which were reduced amount pursuant to Executive. Executive shall at any time have this section contemporaneously or as soon as administratively possible after you pays the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time Excise Tax so that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment your net after-tax proceeds with respect to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive of benefits is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestmaximized. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of In the Code (such excise tax being the “Excise Tax”); provided, however, event that any payment payments or benefit received or benefits otherwise payable to be received by Executive, whether payable under the terms of or not pursuant to this Agreement or any other planAgreement, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”1) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less and (ii2) but for this Section 10, would be subject to the amount excise tax imposed by Section 4999 of all the Code, then such payments and benefits will be either (x) delivered in full, or (y) delivered as to such lesser extent that would result in no portion of such payments and benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely excise tax imposed by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code (and any equivalent state or generate a refund local excise taxes), results in the receipt by Executive on an after-tax basis, of tax imposed the greatest amount of benefits, notwithstanding that all or some portion of such payments and benefits may be taxable under Section 4999 of the Code. If Unless the 280G Firm determinesCompany and Executive otherwise agree in writing, based any determination required under this Section 10 will be made in writing by a nationally-recognized accounting or consulting firm selected by the Company in its discretion (the “Accountants”), whose determination will be conclusive and binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company for all purposes, other than in the event of that determination, and manifest error. The ​ ​ ​ ​ Company shall request the Company will Accountants to perform all necessary calculations promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance applicable Change in Control or termination of the determinations and calculations contemplated by this Section 7employment. For purposes of making the calculations required by this Section 710, the 280G Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.. The Company and Executive agree to furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this provision. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this provision. Any reduction in payments and/or benefits required by this provision will occur in the following order: (1) reduction of cash payments; (2) reduction of vesting acceleration of equity awards; and (3) reduction of other benefits paid or provided to Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting will be cancelled in the reverse order of the date of grant for equity awards. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. To the extent requested by Executive, the Company shall cooperate with Executive in good faith in valuing, and the Accountants shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A 44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations. ​

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of Anything in this Agreement or any other planto the contrary notwithstanding, arrangement or agreement with Company or an affiliate in the event that the Accounting Firm shall determine that receipt of Company (collectivelyall Payments would subject the Executive to tax under Code Section 4999, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Payments”) Reduced Amount.” If the Accounting Firm determines that would constitute there is a “parachute payment” within Reduced Amount, then the meaning of Section 280G of the Code, aggregate Agreement Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeReduced Amount. (b) The If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Executive may then elect, in his or her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the present value of the aggregate Agreement Payments equals the Reduced Amount); provided, that the Executive shall not be permitted to elect to reduce any Agreement Payment that constitutes “net after-tax benefitnonqualified deferred compensation” for purposes of Code Section 409A, and shall mean advise the Company in writing of his or her election within ten days of his or her receipt of notice. If no such election is made by the Executive within such ten day period, the Company shall reduce the Agreement Payments in the following order: (1) Agreement Payments which do not constitute “nonqualified deferred compensation subject to Code Section 409A shall be reduced first; and (2) all other Agreement Payments shall then be reduced, in each case as follows: (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less cash payments shall be reduced before non-cash payments and (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect payments to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing be made on a later payment date shall be paid reduced before payments to be made on an earlier payment date. All determinations made by the Accounting Firm under this Section 11 shall be binding upon the Company and the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time and shall be made within 60 days of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed Executive’s Separation from Service. In connection with respect to the payments and benefits described in (b)(i) above. (c) All making determinations under this Section 7 will be made by an accounting firm or law firm (12, the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Accounting Firm shall be required to evaluate take into account the extent to which payments are exempt from Section 280G value of the Code as any reasonable compensation for services to be rendered by the Executive before or after the Change in Control. All fees and expenses of , including any non-competition provisions that may apply to the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicableshall cooperate in the valuation of any such services, including any non-competition provisions. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (ec) As a result of the uncertainty in the application of Code Section 280G of the Code 4999 at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 7hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive that pursuant to this Agreement which should not have been so paid or distributed (collectivelyeach, the an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (collectivelyeach, the an “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against Executive either the Company or the Company, Executive which assertion the 280G Accounting Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive must repay shall be repaid by the Overpayment Executive to the Company, without interestCompany together with interest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Code Section 1 and Code Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, the 280G Firm will notify Executive and any such Underpayment shall be promptly paid by the Company to or for the benefit of that determination, and the Company will promptly pay Executive together with interest at the amount of that Underpayment to Executive without interestapplicable federal rate provided for in Code Section 7872(f)(2). (fd) Executive All fees and expenses of the Company will provide Accounting Firm in implementing the 280G Firm access to and copies provisions of any books, records, and documents in their possession as reasonably requested this Section 11 shall be borne by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the CodeCompany.

Section 280G. (ai) Executive shall bear all expense ofIn the event that the Grantee becomes entitled to payments or benefits under this Agreement, and be solely responsible for, the Plan and/or any excise tax imposed other payments or benefits by reason of a “change of control” as defined in Section 4999 280G of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company and regulations thereunder (collectively, the “Payments”) that ), and any such Payment would constitute a an “excess parachute payment” within the meaning of Section 280G 280G(b)(1) of the Code, shall be reduced to the extent necessary so that no portion thereof shall or would otherwise be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “Excise Tax”), as determined by an independent certified public accounting firm selected by the University (the “Accounting Firm”), the amount of the Grantee’s Payments shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Grantee, but only if, the total Payments, as so limited and net of all taxes imposed on the Grantee with respect thereto, is greater than the total Payments without applying such limitation, net of all taxes imposed on the Grantee with respect thereto (including any such Excise Tax). (ii) If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards that vest on an accelerated basis, in reverse order of payment; second, the reduction of employee benefits; third, a reduction in any other “parachute payments” (as defined in Section 280G of the Code) that do not constitute acceleration of vesting benefits, in reverse order of payment; and fourth, the cancellation of accelerating the vesting of stock awards. If acceleration of vesting of stock award compensation is to be canceled, such acceleration of vesting shall be canceled in the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, reverse order of the 280G Firm will notify Executive and date of grant of the Company of that determinationGrantee’s stock awards, and the Company will promptly pay acceleration of the amount vesting of that Underpayment to Executive without interestfull shares shall be canceled before the acceleration of the vesting of options. (fiii) Executive All determinations required to be made under this Section 11(d) will be made by the Accounting Firm. Any determination by the Accounting Firm will be binding upon the University and the Company will provide Grantee. The fees and expenses of the 280G Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm for its services in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making 12 shall be borne by the calculations required University. (iv) If requested by this Section 7the Grantee, the 280G Firm may rely on reasonableUniversity agrees to use reasonable best efforts to solicit the approval of its stockholders, good faith interpretations concerning to the application of Sections 280G extent and 4999 in the manner required under Section 280G(b)(5)(B) of the CodeCode and the regulations promulgated thereunder, of any “parachute payments” waived by the Grantee.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under this Agreement) that the terms Executive would receive in connection with a change in ownership of this Agreement the Company or any other plan, arrangement its assets or agreement with a change in effective control of the Company or an affiliate of Company any similar transaction (collectively, the “PaymentsTransaction”) that from the Company or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, shall and (ii) but for this sentence, be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Company shall cause to be determined, before any amounts of the Transaction Payment are paid to the Executive, which of the following two alternative forms of payment would result in the Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that no all or some portion thereof shall of the Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (2) payment of only ifa part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, by reason the Company shall cause to be taken into account the value of all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such reductionstate and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the manner that results in the greatest economic benefit to the Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the net after-tax benefit Executive receives portions of the Transaction Payment shall exceed the net after-tax benefit that Executive would receive if no such reduction was madebe reduced pro rata. (b) The “net after-tax benefit” shall mean (i) Notwithstanding the Payments which Executive receives or is then entitled to receive from foregoing, in the event that no stock of the Company that would constitute “parachute payments” or any direct or indirect parent of the Company is readily tradeable on an established securities market or otherwise (within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment Transaction, the Company shall cause a vote of shareholders to be held to approve the portion of the foregoing), less Transaction Payments that equals or exceeds three times (iii3x) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the Executive’s “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation base amount” (within the meaning of Treasury regulations under Section 280G of the Code)) (the “Excess Parachute Payments”) in accordance with Treas. The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in ControlReg. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax§1.280G-1, and the Company shall pay such reduced amount to Executive. Executive shall at cooperate with such vote of shareholders, including the execution of any time have required documentation subjecting the unilateral right Executive’s entitlement to forfeit any equity award in whole or in part. (e) As a result of all Excess Parachute Payments to such shareholder vote. In the uncertainty in the application of Section 280G of the Code at the time event that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed Company does not cause a vote of shareholder to Executive that should not have been paid or distributed (collectivelybe held to approve all Excess Parachute Payments, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion provisions set forth in Section 10(a) of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestthis Agreement shall apply. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) If the aggregate of all amounts and benefits due to the Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, program, agreement or arrangement or agreement with of the Company or an affiliate any of Company its Affiliates, which, if received by the Executive in full, would constitute “parachute payments,” as such term is defined in and under Section 280G of the Code (collectively, “Change of Control Benefits”), reduced by all Federal, state and local taxes applicable thereto, including the excise tax imposed pursuant to Section 4999 of the Code, is less than the amount the Executive would receive, after all such applicable taxes, if the Executive received aggregate Change of Control Benefits equal to an amount which is $1.00 less than three times the Executive's “Payments”) that would constitute a “parachute paymentbase amount,” within the meaning of as defined in and determined under Section 280G of the Code, then such Change of Control Benefits shall be reduced or eliminated to the extent necessary so that no portion thereof the Change of Control Benefits received by the Executive will not constitute parachute payments. If a reduction in the Change of Control Benefits is necessary, reduction shall be occur in the following order unless the Executive elects in writing a different order, subject to the Excise TaxCompany’s consent (which consent shall not be unreasonably withheld): first, but only if, by reason a reduction of such reductioncash payments not attributable to equity awards which vest on an accelerated basis; second, the net after-tax benefit cancellation of accelerated vesting of stock awards; third, the reduction of employee benefits; and fourth, a reduction in any other “parachute payments.” If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive's stock awards unless the Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeelects in writing a different order for cancellation. (b) The It is possible that after the determinations and selections made pursuant to Section 13.2(a) above the Executive will receive Change of Control Benefits that are, in the aggregate, either more or less than the amounts contemplated by Section 13.2(a) above (hereafter referred to as an “net after-tax benefitExcess Payment” or “Underpayment,” respectively). If there is an Excess Payment, the Executive shall mean (i) the Payments which Executive receives or is then entitled to receive from promptly repay the Company that would constitute “parachute payments” within an amount consistent with this Section 13.2. If there is an Underpayment, the meaning of Company shall pay the Executive an amount consistent with this Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above13.2. (c) All The determinations under with respect to this Section 7 will 13.2 shall be made by an accounting firm or law firm independent auditor (the “280G FirmAuditor”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely compensated by the Company. The Company will direct Auditor shall be the 280G Firm Company’s regular independent auditor, unless the Executive objects to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the use of that firm, in which event the Auditor shall be a nationally-recognized United States public accounting firm chosen by the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined approved by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”which approval shall not be unreasonably withheld or delayed). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (ai) Executive shall bear all expense ofIn the event that the Grantee becomes entitled to payments or benefits under this Agreement, and be solely responsible for, the Plan and/or any excise tax imposed other payments or benefits by reason of a “change of control” as defined in Section 4999 280G of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company and regulations thereunder (collectively, the “Payments”) that ), and any such Payment would constitute a an “excess parachute payment” within the meaning of Section 280G 280G(b)(1) of the Code, shall be reduced to the extent necessary so that no portion thereof shall or would otherwise be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of excise tax imposed under Section 4999 of the Code, or any similar federal or state law (an “Excise Tax”), as determined by an independent certified public accounting firm selected by the University (the “Accounting Firm”), the amount of the Grantee’s Payments shall be limited to the largest amount payable, if any, that would not result in the imposition of any Excise Tax to the Grantee, but only if, the total Payments, as so limited and net of all taxes imposed on the Grantee with respect thereto, is greater than the total Payments without applying such limitation, net of all taxes imposed on the Grantee with respect thereto (including any such Excise Tax). (ii) If a reduction in the Payments is necessary, reduction shall occur in the following order: first, a reduction of cash payments not attributable to equity awards that vest on an accelerated basis, in reverse order of payment; second, the reduction of employee benefits; third, a reduction in any other “parachute payments” (as defined in Section 280G of the Code) that do not constitute acceleration of vesting benefits, in reverse order of payment; and fourth, the cancellation of accelerating the vesting of stock awards. If acceleration of vesting of stock award compensation is to be canceled, such acceleration of vesting shall be canceled in the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, reverse order of the 280G Firm will notify Executive and date of grant of the Company of that determinationGrantee’s stock awards, and the Company will promptly pay acceleration of the amount vesting of that Underpayment to Executive without interestfull shares shall be canceled before the acceleration of the vesting of options. (fiii) Executive All determinations required to be made under this Section 11(d) will be made by the Accounting Firm. Any determination by the Accounting Firm will be binding upon the University and the Company will provide Grantee. The fees and expenses of the 280G Accounting Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm for its services in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making 11 shall be borne by the calculations required University. (iv) If requested by this Section 7the Grantee, the 280G Firm may rely on reasonableUniversity agrees to use reasonable best efforts to solicit the approval of its stockholders, good faith interpretations concerning to the application of Sections 280G extent and 4999 in the manner required under Section 280G(b)(5)(B) of the CodeCode and the regulations promulgated thereunder, of any “parachute payments” waived by the Grantee.

Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, in the event that the Accounting Firm shall determine that receipt of all Payments would subject the Executive shall bear all expense of, and be solely responsible for, any excise to tax imposed by under Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectivelyCode, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Payments”) Reduced Amount.” If the Accounting Firm determines that would constitute there is a “parachute payment” within Reduced Amount, then the meaning of Section 280G of the Code, aggregate Agreement Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madeReduced Amount. (b) The “net after-tax benefit” shall mean (i) If the Accounting Firm determines that the aggregate Agreement Payments which Executive receives or is then entitled should be reduced to receive from the Reduced Amount, the Company or one of its subsidiaries shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof, and the Company shall reduce the Agreement Payments in the following order: (A) by reducing benefits payable pursuant to Section 5(a)(i)(B) of the Agreement, then (B) by reducing amounts payable pursuant to Section 5(a)(i)(C) of the Agreement, and then (C) by reducing amounts payable pursuant to Section 5(a)(ii), beginning with payments that would constitute “parachute payments” be made last in time. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made within the meaning of Section 280G 60 days of the Code, less (ii) the amount Executive’s Date of all federal, state and local income and employment taxes payable by Executive Termination. In connection with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All making determinations under this Section 7 will be made by an accounting firm or law firm (8, the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Accounting Firm shall be required to evaluate take into account the extent to which payments are exempt from Section 280G value of the Code as any reasonable compensation for services to be rendered by the Executive before or after the Change in of Control. All fees and expenses of , including without limitation, the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm Executive’s agreeing to submit any determination it makes under this Section 7 and detailed supporting calculations refrain from performing services pursuant to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one a covenant not to compete or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Taxsimilar covenant, and the Company shall pay cooperate in good faith in connection with any such reduced valuations and reasonable compensation positions. Without limiting the generality of the foregoing, for purposes of this provision, the Company agrees to allocate as consideration for the covenants set forth in Section 9 the maximum amount of compensation and benefits payable under Section 5(a) hereof reasonably allocable thereto so as to Executive. Executive shall at avoid, to the extent possible, subjecting any time have Payments to tax under Section 4999 of the unilateral right to forfeit any equity award in whole or in partCode. (ec) As a result of the uncertainty in the application of Section 280G 4999 of the Code at the time that of the 280G initial determination by the Accounting Firm makes its determinations under this Section 7hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive that pursuant to this Agreement which should not have been so paid or distributed (collectivelyeach, the an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (collectivelyeach, the an “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. If In the 280G Firm determinesevent that the Accounting Firm, based on either upon the assertion of a deficiency by the Internal Revenue Service against Executive the Company or the Company, Executive which assertion the 280G Accounting Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive must repay shall be repaid by the Overpayment Executive to the Company, without interest; provided, however, that no loan will such repayment shall be deemed to have been made required if and no amount will be payable by Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determinesAccounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, the 280G Firm will notify Executive and any such Underpayment shall be promptly paid by the Company of that determination, and to or for the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance benefit of the determinations and calculations contemplated by this Executive together with interest at the applicable federal rate provided for in Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 7872(f)(2) of the Code. (d) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by the Company.

Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, in the event Compensation & Benefits Advisory Services, LLC (“CBAS”), or, if CBAS is unavailable, such other accounting firm as mutually agreed between the Employer and the Executive (the “Accounting Firm”) shall bear determine that receipt of all expense of, and be solely responsible for, any Payments (as defined below) would subject the Executive to the excise tax imposed by under Section 4999 of the Code Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would constitute have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Employer shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Employer and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits in the following order: (i) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“parachute payment24(c)”), (ii) equity-based payments that may not be valued under 24(c), (iii) cash payments that may be valued under 24(c), (iv) equity-based payments that may be valued under 24(c) and (v) other types of benefits. With respect to each category of the foregoing, such reduction shall occur first with respect to amounts that are not “deferred compensation” within the meaning of Section 280G 409A of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state Code and local income and employment taxes payable by Executive next with respect to payments that are deferred compensation, in each case, beginning with payments or benefits that are to be paid the foregoing calculated at farthest in time from the highest marginal income tax rate for each year in which Accounting Firm’s determination. All fees and expenses of the foregoing Accounting Firm shall be paid to Executive (based on borne solely by the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) aboveEmployer. (c) All determinations under this Section 7 will be made To the extent requested by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive, the Employer shall cooperate with the Executive in good faith in valuing, and the Company prior Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant) before, on or after the date of a change in ownership or control of a corporation the Employer (within the meaning of Treasury Q&A-2(b) of the final regulations under Section 280G of the Code). The 280G Firm shall , such that payments in respect of such services may be required considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to evaluate Q&A-44 of the extent to which payments are exempt from final regulations under Section 280G of the Code as reasonable compensation for services rendered before or after and/or exempt from the Change in Control. All fees and expenses definition of the 280G Firm shall be paid solely by term “parachute payment” within the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (dmeaning of Q&A-2(a) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of final regulations under Section 280G of the Code at in accordance with Q&A-5(a) of the time that the final regulations under Section 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:

Section 280G. Notwithstanding anything contained in this Agreement, or in any other employment, severance or similar agreement between Executive and the Company to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to Executive, or for Executive’s benefit, under any other Company plan or agreement (asuch payments or benefits are collectively referred to as the “Benefits”) Executive shall bear all expense of, and would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”); provided, howeverthe Benefits shall be reduced (but not below zero) if and to the extent that a reduction in the Benefits would result in Executive retaining a larger amount, that on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax), than if Executive received all of the Benefits (such reduced amount is referred to hereinafter as the “Limited Benefit Amount”). Unless Executive shall have given prior written notice (to the extent such a notice does not result in any payment tax liabilities under Section 409A of the Code) specifying a different order to the Company to effectuate the Limited Benefit Amount, the Company shall reduce or benefit received eliminate the Benefits by first reducing or eliminating those payments of benefits 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 received paid the farthest in time from the Determination (as defined below). Any notice given by Executive, whether payable under Executive pursuant to the terms preceding sentence shall take precedence over the provisions of this Agreement or any other plan, arrangement or agreement with Company governing Executive’s rights and entitlements to any benefits or an affiliate of Company (collectively, compensation. A determination as to whether the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, Benefits shall be reduced to the extent necessary so Limited Benefit Amount pursuant to this Agreement and the amount of such Limited Benefit Amount shall be made by Company’s independent public accountants or another certified public accounting firm of national reputation designated by the Company (the “Accounting Firm”) at the Company’s expense. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Executive and the Company within five (5) days of the date of termination of Executive’s employment, if applicable, or such other time as requested by Executive or the Company (provided Executive reasonably believes that no portion thereof shall any of the Benefits may be subject to the Excise Tax), but only if, by reason of such reduction, and if the net after-tax benefit Executive receives shall exceed the net after-tax benefit Accounting Firm determines that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or Excise Tax is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing any Benefits, it shall be paid furnish Executive with an opinion reasonably acceptable to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of that no Excise Tax will be imposed with respect to any such Benefits. Unless Executive provides written notice to the payments Company within ten (10) days of the delivery of the Determination to Executive that Executive disputes such Determination, the Determination shall be binding, final and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by conclusive upon Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. In the event it shall be determined that any payment or distribution by the Company or any of its affiliates to or for the benefit of Executive (awhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) Executive shall bear all expense of(the “Total Payments”), and is or will be solely responsible for, any subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax being the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax”) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing first the cash payments made pursuant to Section 5(a)(ii) of this Agreement, then to the payment made pursuant to Section 5(a)(iii) of this Agreement, then to any payment made pursuant to Section 5(a)(iv) of this Agreement, then to any payment made pursuant to Section 5(a)(v) of this Agreement, and then to any other payment that triggers such Excise Tax in the following order: (i) reduction of cash payments; (ii) cancellation of accelerated vesting of performance-based equity awards (based on the reverse order of the date of grant); provided, however, that any payment or benefit received or to be received by Executive, whether payable under (iii) cancellation of accelerated vesting of other equity awards (based on the terms reverse order of this Agreement or the date of grant); and (iv) reduction of any other planpayments due to Executive (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, arrangement or agreement with Company or an affiliate and all determinations as to whether any of Company (collectively, the “Payments”) that would constitute a Total Payments are “parachute paymentpayments” (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to Executive shall be reduced to the extent necessary so that no portion thereof Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated made at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made Company’s expense by an a nationally recognized accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive acceptable to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestExecutive. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that If any payment or benefit received or Recipient would receive pursuant to be received by Executive, whether payable under the terms of this Agreement or otherwise, including, without limitation, accelerated vesting of any other planequity compensation (“Payment”), arrangement or agreement with Company or an affiliate of Company would (collectively, the “Payments”a) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced to the extent necessary so Reduced Amount. The “Reduced Amount” shall be either (i) the largest portion of the Payment that would result in no portion thereof shall of the Payment being subject to the Excise Tax or (ii) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Recipient’s 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, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such . If a reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives in payments or is then entitled to receive from the Company that would constitute benefits constituting “parachute payments” within is necessary so that the meaning of Section 280G Payment equals the Reduced Amount, reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the Code, less event triggering such excise tax will be the first cash payment to be reduced; (iiB) the amount accelerated vesting of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing stock awards shall be paid to Executive cancelled/reduced next and in the reverse order of the date of grant for such stock awards (based i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reduced before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the rate in effect for such year as set forth in latest date following the Code as in effect at the time occurrence of the event triggering such excise tax will be the first payment of benefit to be reduced. Any good faith determinations by the foregoing), less Company (iiior its accountants) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm 8 shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees final, binding and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicableconclusive upon Recipient. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. In the event it shall be determined that any payment or distribution by the Company or any of its affiliates to or for the benefit of Executive (awhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) Executive shall bear all expense of(the “Total Payments”), and is or will be solely responsible for, any subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax being the “Code”), then the Total Payments shall be reduced to the maximum amount that could be paid to Executive without giving rise to the Excise Tax (the “Safe Harbor Cap”), if the net after-tax benefit to Executive after reducing Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax”); provided) benefit to Executive without such reduction. The reduction of the amounts payable hereunder, howeverif applicable, that shall be made by reducing first the distribution of shares of the Company’s common stock pursuant to Section 5(c)(i) of this Agreement, then by reducing any severance otherwise payable pursuant to Section 5(a)(ii) of this Agreement, then by reducing any other payment or benefit received or to be received by Executive, whether payable under that triggers such Excise Tax in the terms following order: (i) reduction of this Agreement or 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 planpayments or benefits due to Executive (with benefits or payments in any group having different payment terms being reduced on a pro-rata basis). All mathematical determinations, arrangement or agreement with Company or an affiliate and all determinations as to whether any of Company (collectively, the “Payments”) that would constitute a Total Payments are “parachute paymentpayments” (within the meaning of Section 280G of the Code), that are required to be made under this paragraph, including determinations as to whether the Total Payments to Executive shall be reduced to the extent necessary so that no portion thereof Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated made at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 will be made Company’s expense by an a nationally recognized accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive acceptable to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestExecutive. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.

Section 280G. (a) Executive shall bear all expense of, and be solely responsible for, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive, whether payable Payments under the terms of this Agreement shall be made without regard to whether the deductibility of such payments (or any other plan, arrangement payments to or agreement with Company or an affiliate for the benefit of Company the Executive) (collectively, the “Change of Control Payments”) that would constitute a “parachute payment” within the meaning of be limited or precluded by Section 280G of the Code, and without regard to whether such payments (or any other payments) would subject the Executive to the federal excise tax levied on certain “excess parachute payments” under Section 4999 of the Code; provided, that if the total of all payments to or for the benefit of the Executive (whether under this Agreement or otherwise), after reduction for all state and federal taxes (including the tax described in Section 4999 of the Code, if applicable) with respect to such payments (“Executive’s Total After-Tax Payments”), would be increased by the limitation or elimination of any payment under this Agreement, amounts payable under this Agreement shall be reduced to the extent necessary so that no portion thereof shall be subject extent, and only to the Excise Taxextent, but only if, by reason of such reduction, necessary to maximize the net Executive’s total after-tax benefit Executive receives shall exceed payments (the net after-tax benefit that Executive would receive if no such reduction was made“Required Reduction Amount”). (b) The determination as to whether and to what extent payments under this Agreement are required to be reduced in accordance with Section 23(a) shall be made at the Company’s expense by the Company’s independent accounting firm immediately prior to the Change of Control (provided, however, that if the independent accounting firm is precluded from performing such services, an independent accountant mutually agreeable to the parties shall be used) (the “net Outside Firm”). Such Outside Firm shall, in making its determination, consider available exemptions, including to what extent (if any) such Change of Control Payments or portions thereof may properly be treated as “reasonable compensation for personal services rendered” by the Executive before, or after-tax benefit” shall mean (i) , the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” Change of Control, within the meaning of Code Section 280G(b)(4) and the regulations issued thereunder, including, without limitation, the valuation of the Executive’s obligations under Section 10 and any other covenants to refrain from performing services. (c) In the event of any mistaken underpayment or overpayment under this Section 23, as determined by the Outside Firm, the amount of such underpayment or overpayment shall forthwith be paid to the Executive or refunded to the Company, as the case may be, with interest at 120% of the applicable federal rate provided for in Section 7872(f)(2) of the Code. Any reduction in payments required by this Section 23 shall be applied in the following order: (i) stock options or stock appreciation rights whose exercise price exceeds the fair market value of the optioned stock; (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are then taxable, (iv) non-cash Full Credit Payments that are not then taxable (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). “Full Credit Payment” shall mean a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Section 280G of the Code) by one dollar, less (ii) determined as if such payment, distribution or benefit had been paid or distributed on the amount date of all federalthe event triggering the excise tax. “Partial Credit Payment” shall mean any payment, state and local income and employment taxes payable by distribution or benefit that is not a Full Credit Payment. In no event shall Executive have any discretion with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time ordering of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) abovereductions. (c) All determinations under this Section 7 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both Executive and the Company as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 7, such Payments shall be reduced in the order that would provide Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to Executive. Executive shall at any time have the unilateral right to forfeit any equity award in whole or in part. (e) As a result of the uncertainty in the application of Section 280G of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that amounts will have been paid or distributed to Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (f) Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7. For purposes of making the calculations required by this Section 7, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code.