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. 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. 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 you would receive or to be received by Executiveretain under this Severance Agreement, whether payable under the terms of this Agreement or when combined with any other planpayment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), 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 Section 7, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall 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 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 required to be made under this Section 7 will 7, including whether and to what extent the Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm or law consulting firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change experience 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 matters regarding Section 280G of the Code as reasonable compensation for services rendered before or after may be designated by the Change in ControlCompany (the “280G Advisor”). The 280G Advisor shall provide detailed supporting calculations both to you and the Company at such time as is requested by the Company. 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 Any final 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 Advisor shall be subject to the Excise Tax, binding upon you 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 Advisor 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. (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. (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 Except as otherwise provided in subsection (b) below, in the event that it shall bear all expense of, and be solely responsible for, determined that any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, that right to receive any payment or other benefit received under this Letter or to be received by Executiveunder any other agreements, whether payable under arrangements or benefit plans of the terms of this Agreement Company or any other plan, arrangement of its subsidiaries or agreement with Company Affiliates to or an affiliate of Company for your benefit (collectively, the “Payments”) that ), would constitute not be deductible by the Company or any of its subsidiaries or Affiliates or the person making such payment or distribution or providing such right or benefit as a “parachute payment” within the meaning result of Section 280G of the Code, shall be reduced then, to the extent necessary so that no portion thereof shall be subject to make the Payments deductible to the Excise Taxmaximum extent possible (but, but except as otherwise provided herein, only ifto such extent and after taking into account any reduction in the Payments relating to Section 280G of the Code under any other plan, by reason arrangement or agreement), such right, payment or benefit shall not become vested or paid. For purposes of determining whether any of the Payments would not be deductible as a result of Section 280G of the Code and the amount of such reductiondisallowed deduction, 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 all Payments which Executive receives or is then entitled to receive from the Company that would constitute will be treated as “parachute payments” within the meaning of Section 280G of the Code, less and all “parachute payments” in excess of the “base amount” (iias defined under Section 280G(b)(3) of 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 Code) shall be paid treated as nondeductible, assuming that no portion of any payment to Executive (based on be received by you in connection with the rate in effect Merger would be viewed as “reasonable compensation 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 (personal services” 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 and the time that the 280G Firm makes its regulations thereunder. All determinations required to be made under this Section 7subsection (a), it is possible that amounts will have been paid or distributed including whether and which of the Payments are required to Executive that should not have been paid or distributed (collectivelybe reduced, the amount of such reduction and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized accounting firm selected by the Company (the “OverpaymentsAccountants”), or provided that additional amounts should such determinations shall be paid or distributed to Executive (collectivelybased upon a “more likely than not” standard, and provided further that, for further certainty, the “Underpayments”)amount by which the Payments shall be reduced, if at all, shall be $1,000 more than the amount determined by the Accountants. If Notwithstanding anything in the foregoing and notwithstanding any other provision of any other agreement or arrangement between you and the Company or any of its subsidiaries or Affiliates, any reductions made pursuant to this Section 12(a) or pursuant to any similar provision in any other agreement between you and the Company or any of its subsidiaries or Affiliates shall be made in the following order: (i) first, all rights to continued benefits or payments in respect of premium costs under the Company’s group health and welfare plans and all other similar rights to reimbursements or in-kind benefits shall be reduced, beginning with benefits that would be received or paid last in time; (ii) second, all rights to cash severance payments and other similar payments that would be made upon a termination of your employment shall be reduced, beginning with payments that would be made last in time; (iii) third, all rights to payments, vesting or benefits in connection with any restricted stock units with respect to the common stock of the Company held by you shall be reduced; (iv) fourth, all rights to payments, vesting or benefits in connection with any options to purchase common stock of the Company shall be reduced; (v) fifth, all rights to payments, vesting or benefits in connection with any stock appreciation rights with respect to the common stock of the Company held by you shall be reduced; and (vi) sixth, all rights to any other payments or benefits shall be reduced, beginning with payments or benefits that would be received last in time. (b) Notwithstanding any other provision of this Letter, the provisions of subsection (a) above shall not apply to reduce the Payments if the Payments that would otherwise be nondeductible under Section 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 are disclosed to and approved by the Company’s stockholders in accordance with Section 4999 280G(b)(5)(B) 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 Code and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive without interestapplicable treasury regulations. (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) 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) 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) Executive Notwithstanding anything to the contrary herein, 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 benefit received hereunder or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement plan or agreement with Company or an affiliate of Company otherwise (collectively, the collectively “Payments”) that would constitute a an “excess parachute payment” to the Executive within the meaning of Section 280G of the Code, and thus would not be deductible under Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (“280G Tax”), and if and only if the Executive would be in a better after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to the extent necessary so that no to eliminate any Payments or portion thereof shall be of the Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not subject to the Excise Taxexcise tax imposed by Section 4999 of the Code. In such case, but only ifthe Payments shall be reduced so that the total aggregate value of the Payments do not exceed 2.99 times the total value of the Executive’s average annualized compensation for the preceding five years. If the Company determines that the Payments constitute “non-qualified deferred compensation” under Section 409A, by reason any reduction in the Payments required to be made pursuant to this Section 8(a) shall be made first with respect to Payments payable in cash before being made in respect to any Payments to be provided in the form of benefits or equity award acceleration, and in the form of benefits before being made with respect to equity award acceleration, and in any case, shall be made with respect to such Payments in inverse order of the scheduled dates or times for the payment or provision of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no such reduction was madePayments. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled Any determinations 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 made under this Section 7 will 8 shall be made by an accounting firm or law firm the Company’s independent public accountants (the “280G Accounting Firm”) that is mutually agreed ), which firm shall provide its determinations and any supporting calculations both to by Executive the Company and to the Executive, and shall be binding upon the Company 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 ControlExecutive. All fees and expenses of the 280G Accounting Firm in performing the determinations referred to in this Section 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) 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 If any payment or benefit received you would receive or to be received by Executiveretain under this Severance Agreement, whether payable under the terms of this Agreement or when combined with any other planpayment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), 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 Section 8, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall 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 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 required to be made under this Section 7 will 8, including whether and to what extent the Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm or law consulting firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change experience 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 matters regarding Section 280G of the Code as reasonable compensation for services rendered before or after may be designated by the Change in ControlCompany (the “280G Advisor”). The 280G Advisor shall provide detailed supporting calculations both to you and the Company at such time as is requested by the Company. All fees and expenses of the 280G Firm Advisor shall be paid borne solely by the Company. The Company will direct the 280G Firm to submit any Any final 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 Advisor shall be subject to the Excise Tax, binding upon you 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 78, the 280G Firm Advisor 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. (a) Executive Notwithstanding anything to the contrary herein, 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 benefit received hereunder or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement plan or agreement with Company or an affiliate of Company otherwise (collectively, the “collectively "Payments”") that would constitute a “an "excess parachute payment” " to the Executive within the meaning of Section 280G of the Code, and thus would not be deductible under Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax ("280G Tax"), and if and only if the Executive would be in a better after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to the extent necessary so that no to eliminate any Payments or portion thereof shall be of the Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not subject to the Excise Tax, but only if, excise tax imposed by reason Section 4999 of the Code. In such reductioncase, the net after-tax benefit Executive receives Payments shall be reduced so that the total aggregate value of the Payments do not exceed 2.99 times the net after-tax benefit that Executive would receive if no such reduction was madetotal value of the Executive's average annualized compensation for the preceding five years. (b) The “net after-tax benefit” shall mean (iCompany agrees that it will use commercially reasonable efforts to obtain the approval, in the manner and by such number of stockholders of the Company, as is required under the terms of Section 270G(b)(5)(B) of the Payments which Executive receives or is then entitled Code so as to receive from render the Company that would constitute “parachute payments” within the meaning payment provisions of Section 280G of the Code, less (ii) the amount of inapplicable to any and all federal, state and local income and employment taxes payable by Executive with respect benefits provided to the foregoing calculated at Executive pursuant to this Agreement as well as pursuant to any other compensation agreements between the highest marginal income tax rate for each year in which Company and 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) aboveExecutive. (c) All Any determinations to be made under this Section 7 will Paragraph 6 shall be made by an accounting firm or law firm the Company's independent public accountants (the “280G "Accounting Firm”) that is mutually agreed "), which firm shall provide its determinations and any supporting calculations both to by Executive the Company and to the Executive, and shall be binding upon the Company 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 ControlExecutive. All fees and expenses of the 280G Accounting Firm in performing the determinations referred to in this paragraph 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) 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 (i) to the Code (such excise tax being the “Excise Tax”); provided, however, extent that any payment or benefit received distribution of any type to or to be received for the Executive by Executivethe Company, whether payable under any Affiliate of the terms Company, any Person who acquires ownership or effective control of this Agreement or any other plan, arrangement or agreement with the Company or an affiliate ownership of Company a substantial portion of the Company’s assets (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 280G”)and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G) to only three times the Executive’s “base amount” (within the meaning of Section 280G), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no portion thereof Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax, but only if, . All determinations required to be made under this Section 6.2 shall be made by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit a nationally recognized accounting firm that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean is (i) not serving as accountant or auditor for the individual, entity or group effecting the Change in Control and (ii) selected by the Company with the consent of the Executive which consent shall not be unreasonably withheld, conditioned or delayed (the “Accounting Firm”), which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the amount of each Payment) and such other information as the Executive shall reasonably request or need to make the determination required of the Executive under this Section 6.2 both to the Company and the Executive within thirty (30) business days after the Termination Date (or such earlier time as is requested by the Company). Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments which Executive receives or is then entitled to receive from the Company are not payable in cash (other than that would constitute “parachute payments” within the meaning of Section 280G portion of the CodePayments subject to clause (C) hereof), less (iiB) then by reducing or eliminating cash payments (other than that portion of the amount Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of all federalthe Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, state and local income and employment taxes payable by Executive 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 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) abovetime. (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. In the event that it is determined that any payment or distribution in the nature of compensation made or to be made of any type to or for the benefit of Executive made by the Company, by any of its affiliates, by any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (a) Executive shall bear all expense ofwithin the meaning of Code Section 280G, and the regulations thereunder or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or under any other agreement with or plan of the Company otherwise (the “Total Payments”), would be solely responsible for, any subject Executive to the excise tax imposed by Code Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax being tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”); provided, howeverthen either clauses (a) or (b) below shall apply or occur, that any payment or benefit received or as applicable: (a) If the aggregate present value of the Total Payments (as calculated 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”) that would constitute a “parachute payment” within the meaning of Code Section 280G final regulations) is less than 325% of the CodeExecutive’s Base Amount, then such Total Payments shall be reduced reduced, as necessary, to the extent necessary smaller amount that is equal to $1.00 less than 300% of Executive’s Base Amount so that no portion thereof shall be subject as to eliminate imposition of 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 If the aggregate present value of the Total Payments (as calculated pursuant to the Code Section 280G final regulations) is equal to or greater than 325% of Executive’s Base Amount, then, the Company shall pay Executive a cash amount equal to the sum of: (i) any excise taxes that may be imposed on Executive under Code Sections 280G and 4999 (the “Excise Tax Restoration”) and (ii) for any taxes (including excise taxes) that may be imposed on the Excise Tax Restoration payment, and for any interest or penalties related to such excise tax with all such computations performed applying the then highest marginal tax rates (excluding Federal social security taxes given Executive’s compensation will likely exceed the social security limit for such year and net of the maximum reduction in federal taxes that may be obtained from the deduction of state and local taxes). Such payment shall be made to Executive contemporaneously with the withholding of the Excise Tax from Executive within thirty days of the determination that there are excise taxes owed and will be in an amount so that Executive will be in the same position on an after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company basis that he would constitute “parachute payments” within the meaning of Section 280G of the Codehave been if no excise taxes, 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) aboveinterest and/or penalties had been imposed. (c) All mathematical determinations under this Section 7 will be made by an accounting firm or law firm (and all determinations of whether any of the Total Payments are “280G Firm”) that is mutually agreed parachute payments” and/or are potentially subject to by Executive and the Company prior to a change in ownership or control of a corporation Excise Tax (within the meaning of Treasury regulations under Code Section 280G of the Code). The 280G Firm G) that are required to be made under this Section 11, shall be required made by an independent nationally recognized independent registered public accounting firm not currently retained by the Company and reasonably acceptable by Executive immediately prior to 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 Control (the “Accountants”), who shall provide their determination, together with detailed supporting calculations regarding the amount of any relevant matters, both to the Company and expenses to Executive within seven (7) business days of the 280G Firm shall be paid solely Change in Control or Termination Date, as applicable, or such earlier time as is requested by the Company. The Company will direct the 280G Firm to submit any Such 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 made 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 Accountants using reasonable good faith interpretations of the Code. If Any determination by the 280G Firm determines, based Accountants shall be binding upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive and the Company of that determinationand Executive, and the absent manifest error. The Company will promptly shall pay the amount fees and costs of the Accountants 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 are incurred 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 Code11.

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 you would receive or to be received by Executiveretain under this Severance Agreement, whether payable under the terms of this Agreement or when combined with any other planpayment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), 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 Section 9, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall 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 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 required to be made under this Section 7 will 9, including whether and to what extent the Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm or law consulting firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change experience 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 matters regarding Section 280G of the Code as reasonable compensation for services rendered before or after may be designated by the Change in ControlCompany (the “280G Advisor”). The 280G Advisor shall provide detailed supporting calculations both to you and the Company at such time as is requested by the Company. 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 Any final 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 Advisor shall be subject to the Excise Tax, binding upon you 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 79, the 280G Firm Advisor 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. (a) 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 the 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 the Executive receives shall exceed the net after-tax benefit that would be received by the Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which the Executive receives or is then entitled to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 9 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by the Executive and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses of the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit any determination it makes under this Section 7 9 and detailed supporting calculations to both the 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 79, such Payments shall be reduced in the order that would provide the Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Sections 280G and 409A of the Code, designated by the Executive, or otherwise determined by the 280G Firm) to the extent necessary so that no portion thereof shall be subject to the Excise Tax, and the Company shall pay such reduced amount to the Executive. The 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 79, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to the Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Executive or the Company, which assertion the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify the Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to the Executive without interest. (f) The Executive and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 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 79. For purposes of making the calculations required by this Section 79, 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 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 CodeCode and would, 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 but 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 foregoingthis Section F.(7), 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 CodeCode (the “Excise Tax”), then such 280G Payments shall be reduced (by the minimum possible amounts), a manner determined by the Company that is consistent with the requirements of Section 409A, until no amount payable to the Executive will be subject to the Excise Tax. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurredtwo economically equivalent amounts are subject to reduction but are payable at different times, 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 interestamounts shall be reduced (but not below zero) on a pro rata basis. (fii) Executive All calculations and determinations under this Section F.(7) shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 7F.(7), 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 the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section F.(7). The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

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 (A) 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 (B) the 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 extent necessary so 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. (ai) If any of the payments or benefits which Executive shall bear all expense ofreceives or may receive in the future (including, and be solely responsible forwithout limitation, any excise tax imposed by Section 4999 payments or benefits received in connection with a Change in Control or the termination of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive’s employment, whether payable under the terms of pursuant to this Agreement or any other plan, arrangement or agreement with Company agreement, or an affiliate of Company otherwise) (collectively, 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 Code, less (ii) the amount Internal Revenue Code 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 1986 (the “280G FirmCode”) 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 would, but 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 7Section, 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 CodeCode (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined by the Employer Group (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code until no amount payable to the Executive will be subject to the Excise Tax. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurredtwo economically equivalent amounts are subject to reduction but are payable at different times, 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 interestamounts shall be reduced (but not below zero) on a pro rata basis. (fii) Executive All calculations and determinations under this Section shall be made by an independent accounting firm or independent tax counsel appointed by the Employer Group (“Tax Counsel”) whose determinations shall be conclusive and binding on the Employer Group 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 7Section, 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 Employer Group and the Executive shall furnish Tax Counsel with such information and documents as Tax Counsel may reasonable request in order to make its determinations under this Section. The Employer Group shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

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) Executive Anything in this agreement to the contrary notwithstanding, in the event it shall bear all expense ofbe determined that any payment or distribution by the Company to or for the benefit of you (whether paid or payable or distributed or distributable pursuant to the terms of this agreement or otherwise, and but determined without regard to any additional payments required under this Section 3) (a “Company Payment”) would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by you with respect to such excise tax (such excise tax being tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”); provided, howeverthen you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), that including, without limitation, any payment or benefit received or income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to be received by Executive, the Excise Tax imposed upon the Company Payments. (b) For purposes of determining whether payable under any of the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company Payments and Gross-Up Payments (collectively, 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 will be subject to the Excise Tax and the amount of such 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 Total Payments which Executive receives or is then entitled to receive from the Company that would constitute shall be treated as “parachute payments” within the meaning of Section 280G 280G(b)(2) of the Code, less and all “parachute payments” in excess of the “base amount” (iias defined under Code Section 280G(b)(3) of the amount of all federal, state and local income and employment taxes payable by Executive with respect Code) shall be treated as subject to the foregoing calculated at Excise Tax, unless and except to 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 extent that, in the Code as in effect at the time opinion of the first payment of the foregoingCompany’s independent certified public accountants appointed prior to any change in ownership (as defined under Code Section 280G(b)(2), 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 or tax counsel selected by an accounting firm or law firm such accountants (the “280G FirmAccountants”) that is mutually agreed to by Executive and the Company prior to a change such Total Payments (in ownership whole or control of a corporation (in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered 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 280G(b)(4) of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses excess 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 “base amount” 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 not subject to the Excise Tax, and (ii) the Company value of any non-cash benefits or any deferred payment or benefit shall pay such reduced amount to Executive. Executive shall at any time have be determined by the unilateral right to forfeit any equity award Accountants in whole or in part. (e) As a result of accordance with the uncertainty in the application principles of Section 280G of the Code Code. (c) For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the 280G Firm makes its determinations under this Section 7, it amount of such excess is possible that amounts will have been paid finally determined. (d) The Gross-Up Payment or distributed to Executive that should not have been paid or distributed portion thereof provided for in subsection (collectively, the “Overpayments”), or that additional amounts should c) above shall be paid or distributed to Executive (collectively, not later than 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, thirtieth day following an event occurring 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 subjects you to the Company, without interestExcise Tax; provided, however, that no loan will if the amount of such Gross-Up Payment or portion thereof cannot be deemed to have been made and no amount will be payable by Executive to finally determined on or before such day, the Company unlessshall pay to you on such day an estimate, and then only to as determined in good faith by the extent thatAccountant, 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 minimum amount of tax imposed under such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 4999 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting you to the Excise Tax. (e) If any controversy arises between you and the Internal Revenue Service or any state or local taxing authority (a “Taxing Authority”) with respect to the treatment on any return of the Gross-Up Payment, or of any Company Payment, or with respect to any return which a Taxing Authority asserts should show an Excise Tax, including, without limitation, any audit, protest to an appeals authority of a Taxing Authority or litigation (“Controversy”), (i) the Company shall have the right to participate with you in the handling of such Controversy, (ii) the Company shall have the right, solely with respect to a Controversy, to direct you to protest or contest any proposed adjustment or deficiency, initiate an appeals procedure within any Taxing Authority, commence any judicial proceeding, make any settlement agreement, or file a claim for refund of tax, and (iii) you shall not take any of such steps without the prior written approval of the Company, which the Company shall not unreasonably withhold. If the 280G Firm determinesCompany so elects, based upon controlling precedent or substantial authorityyou shall be represented in any Controversy by attorneys, that an Underpayment has occurredaccountants, and other advisors selected by the 280G Firm will notify Executive and the Company of that determinationCompany, and the Company will promptly shall pay the amount fees, costs and expenses of such attorneys, accountants, or advisors, and any tax liability you may incur as a result of such payment. You shall promptly notify the Company of any communication with a Taxing Authority, and you shall promptly furnish to the Company copies of any written correspondence, notices, or documents received from a Taxing Authority relating to a Controversy. You shall cooperate fully with the Company in the handling of any Controversy by furnishing the Company any information or documentation relating to or bearing upon the Controversy; provided, however, that Underpayment you shall not be obligated to Executive without interestfurnish to the Company copies of any portion of your tax returns which do not bear upon, and are not affected by, the Controversy. (f) Executive and You shall pay over to the Company will provide the 280G Firm access to and copies Company, with ten (10) days after receipt thereof, any refund you receive from any Taxing Authority of all or 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 portion of the determinations and calculations contemplated by this Section 7Gross-Up Payment or Excise Tax, together with any interest you receive from such Taxing Authority on such refund. For purposes of making the calculations required by this Section 73, a reduction in your tax liability attributable to the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 previous payment of the CodeGross-Up Payment or the Excise Tax shall be deemed to be a refund. If you would have received a refund of all or any portion of the Gross-Up Payment or the Excise Tax, except that a Taxing Authority offset the amount of such refund against other tax liabilities, interest, or penalties, you shall pay the amount of such offset over to the Company, together with the amount of interest you would have received from the Taxing Authority if such offset had been an actual refund, within ten (10) days after receipt of notice from the Taxing Authority of such offset.”

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) The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax being the “Excise TaxCode”); provided, however, that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive, ’s employment (whether payable under pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company or an any affiliate of Company (collectivelycollectively with the Contract Payments, the “Total Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive receives shall exceed the net after-tax benefit that would be received by the Executive would receive if no such reduction was made. (b) The . For purposes of this Section 2.3, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (b)(ii) above. (c) All determinations under this above by Section 7 will 4999 of the Code. The foregoing determination shall be made by an a nationally recognized accounting firm or law firm (the “280G Accounting Firm”) that is mutually agreed to selected by Executive and the Company prior and reasonably acceptable to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code)Executive. The 280G Accounting 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 its determination it makes under this Section 7 and detailed supporting calculations to both the Executive and the Company as soon as reasonably practicablewithin fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be “parachute payments. (d) ” If the 280G Accounting Firm determines that one or more reductions are a reduction is required under by this Section 72.3, such the cash portion of the 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 of the Total Payments shall be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive. Executive shall at any time have If the unilateral right to forfeit any equity award in whole or in part. (e) As a result Accounting Firm determines that none of the uncertainty in Total Payments, after taking into account any reduction required by this Section 2.3, constitutes a “parachute payment” within the application meaning of Section 280G of the Code Code, it will, at the same time that as it makes such determination, furnish 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 an opinion that Executive has substantial authority not to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to report any excise tax under Section 4999 of the Code or generate a refund of on his federal income tax imposed under Section 4999 of the Codereturn. If the 280G 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 shall each provide the 280G Accounting Firm access to and copies of any books, records, and documents in their the possession of the Executive or the Company, as the case may be, reasonably requested by the 280G Accounting Firm, and otherwise cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 72.3. For purposes The fees and expenses of making the Accounting Firm for its services in connection with the determinations and calculations required contemplated by this Section 7, 2.3 shall be borne by 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 ofIn the event that the total amount of payments to be received by the Associate, and pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 12(a), 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, however, that any payment or benefit received or then the amount of payments to be received by Executive, whether payable under the terms of Associate pursuant to 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, otherwise shall be reduced to the extent necessary so maximum amount that no portion thereof shall will cause the total amount of the payments not to be subject to the Excise Tax, but only if, by reason if the amount of such reductionpayments, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive would receive if no after such reduction was madeand after payment of all applicable taxes on the reduced amount, is equal to or greater than the amount of such payments the Associate would otherwise be entitled to retain without such reduction after the payment of all applicable taxes, including the Excise Tax. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from accounting firm engaged by the Company for general audit purposes (the “Audit Firm”) shall perform any calculations necessary in connection with this Section 12; provided that, if for any reason the Audit Firm is unable to, or declines to, perform such calculations, the Company shall engage such other accounting firm as the Audit Firm shall recommend in writing to the Company to perform such calculations (the Audit Firm or such other accounting firm, as applicable, being hereinafter referred to as the “Accounting Firm”). The Company shall bear all expenses with respect to the determinations by such Accounting Firm required to be made hereunder. The Accounting Firm engaged to make the determinations under this Section 12 shall provide its calculations, together with detailed supporting documentation, to the Associate and the Company within fifteen (15) calendar days after the date on which the Associate’s right to a payment contingent on a Change in Control is triggered (if requested at that would constitute time by Associate or the Company) or such other time as requested by the Associate or the Company. If the Accounting Firm determines that no Excise Tax is payable with respect to such payments, it shall furnish the Associate and the Company with an opinion reasonably acceptable to Associate that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the Accounting Firm made hereunder shall be final, binding, and conclusive upon Associate and the Company. If a reduction in payments or benefits constituting “parachute payments” within the meaning of (as defined in Section 280G 280G(b)(2) of the Code) is required by Section 12(a), 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 reduction shall be paid to Executive (based on the rate in effect for such year as set forth occur in the Code as following order unless the Associate elects in effect at the time of the first payment of the foregoing)writing a different order (provided, 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”) however, 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 election shall be subject to the Excise Tax, Company’s approval if made on or after the date on which the event that triggers the payment occurs 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 that such election does not violate Section 4999 of the Code or generate a refund of tax imposed under Section 4999 409A of the Code): reduction of cash payments; then cancellation of accelerated vesting of stock awards. If In the 280G Firm determinesevent that accelerated vesting of stock awards is to be reduced, based upon controlling precedent or substantial authority, that an Underpayment has occurred, such accelerated vesting shall be cancelled in 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 reverse order 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 grant date of the CodeAssociate’s stock awards unless the Associate elects in writing a different order for cancellation.

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 to be received by ExecutiveExecutive in connection with a "change in ownership or control" of the Company (within the meaning of Section 280G of the Code), whether payable under pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company or an affiliate of the Company (collectivelythe "PAYMENTS"), the “Payments”) that would constitute a “"parachute payment” " within the meaning of Section 280G of the Code, the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit to Executive receives shall exceed the net after-tax benefit that to Executive would receive if no such reduction was made. (b) The “. For purposes of this Section 12, "net after-tax benefit” " shall mean (i) the Payments total of all payments and the value of all benefits 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 maximum 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 excise taxes imposed with respect to the payments and benefits described in (b)(ii) above. (c) All determinations under this above by Section 7 4999 of the code. The foregoing determination will be made by an a nationally recognized accounting firm or law firm (the “280G "ACCOUNTING FIRM") selected by Executive and reasonably acceptable to the Company, provided, that the Accounting Firm”) that is mutually agreed to by 's determination shall be made based upon "substantial authority" within the meaning of Section 6662 of the Code. The Accounting Firm shall provide Executive and the Company prior to 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 with its determinations and detailed supporting calculations with respect thereto at least 15 business days prior to both the date on which Executive and the Company would be entitled to receive a Payment (or as soon as reasonably practicablepracticable in the event that the Accounting Firm has less than 15 business days advance notice that Executive may receive a Payment) in order that Executive may determine whether it is in Executive's best interest to waive the receipt of any or all amounts which may constitute "excess parachute payments. (d) " If the 280G Accounting Firm determines that one or more reductions are such reduction is required under by this Section 712, such Executive, in his sole and absolute discretion, may determine which of the 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 Taxexcise tax imposed by Section 4999 of the Code, 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 shall each provide the 280G Accounting Firm access to and copies of any books, records, and documents in their the possession of Executive or the Company, as the case may be, reasonably requested by the 280G Accounting Firm, and otherwise cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 712. For purposes The first $10,000 of making fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations required contemplated by this Section 712 will be borne exclusively by the Company, and the 280G Firm may rely on reasonablebalance of any such fees and expenses, good faith interpretations concerning the application of Sections 280G and 4999 of the Codeif any shall be borne exclusively by 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 (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 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 termination of the Executive’s 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 refer to herein as the “"280G Payments”") that would constitute a “"parachute payment” payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, shall be reduced to the extent necessary so that no portion thereof shall ") and will 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. If Code (the "Excise Tax"), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such 280G Firm determines, based upon controlling precedent Payments and on any payments under this Section 7.(a) 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 interestotherwise) as if no Excise Tax had been imposed. (fb) Executive All calculations and determinations under this Section 7 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Counsel") whose determination shall be conclusive and binding on the Company and the 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 77(b), the 280G Firm Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application applicability of Sections Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 7(b). The Company shall bear all costs of the Tax Counsel reasonably incurred in connection with the performance of its duties under this Section 7(b).

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) Executive Officer 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 ExecutiveOfficer, 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 Officer receives shall exceed the net after-tax benefit that Executive Officer would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive Officer 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 Officer with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive Officer (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (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 Officer and the Company prior to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change 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 Officer 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 Officer 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 ExecutiveOfficer, 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 ExecutiveOfficer. Executive Officer 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 Officer that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive Officer (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive Officer 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 Officer must repay the Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive Officer to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive Officer is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive Officer and the Company of that determination, and the Company will promptly pay the amount of that Underpayment to Executive Officer without interest. (f) Executive Officer and the Company will provide the 280G Firm access to and copies of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate with the 280G Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 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 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 Notwithstanding anything to the contrary herein, 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 benefit received hereunder or to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement plan or agreement with Company or an affiliate of Company otherwise (collectively, the collectively “Payments”) that would constitute a an “excess parachute payment” to the Executive within the meaning of Section 280G of the Code, and thus would not be deductible under Section 280G of the Code and would be subject to the excise tax imposed by Section 4999 of the Code or any similar tax (“280G Tax”), and if and only if the Executive would be in a better after-tax position by reducing the Payments, the amounts payable hereunder shall be reduced to the extent necessary so that no to eliminate any Payments or portion thereof shall be of the Payments from being non-deductible under Section 280G(b)(1) of the Code and thereby not subject to the Excise Tax, but only if, excise tax imposed by reason Section 4999 of the Code. In such reductioncase, the net after-tax benefit Executive receives Payments shall be reduced so that the total aggregate value of the Payments do not exceed 2.99 times the net after-tax benefit that Executive would receive if no such reduction was madetotal value of the Executive's average annualized compensation for the preceding five years. (b) The “net after-tax benefit” shall mean (iCompany agrees that it will use commercially reasonable efforts to obtain the approval, in the manner and by such number of stockholders of the Company, as is required under the terms of Section 270G(b)(5)(B) of the Payments which Executive receives or is then entitled Code so as to receive from render the Company that would constitute “parachute payments” within the meaning payment provisions of Section 280G of the Code, less (ii) the amount of inapplicable to any and all federal, state and local income and employment taxes payable by Executive with respect benefits provided to the foregoing calculated at Executive pursuant to this Agreement as well as pursuant to any other compensation agreements between the highest marginal income tax rate for each year in which Company and 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) aboveExecutive. (c) All Any determinations to be made under this Section 7 will Paragraph 6 shall be made by an accounting firm or law firm the Company's independent public accountants (the “280G Accounting Firm”) that is mutually agreed ), which firm shall provide its determinations and any supporting calculations both to by Executive the Company and to the Executive, and shall be binding upon the Company 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 ControlExecutive. All fees and expenses of the 280G Accounting Firm in performing the determinations referred to in this paragraph 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) Executive shall bear all expense In the event that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, and the Executive under any other Company plan or agreement (such payments or benefits are collectively referred to as the “Benefits”) would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided) imposed under Section 4999 of the Internal Revenue Code of 1986, howeveras amended (the “Code”) in connection with any transaction other than the transactions contemplated by the Merger Agreement, that any payment or benefit received or and the Excise Tax applies with respect to be received by the Executive, whether payable ’s compensation (if any) under the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectivelyEquity Incentive Plan, the Executive shall be entitled to an additional payment by the Company equal to seven and one-half percent (7.5%, or 37.5% of 20%) of the difference obtained by subtracting the Executive’s “Paymentsbase amount” allocated to value or amounts realized by the Executive under the Equity Incentive Plan that are considered parachute payments under Section 280G(b)(2) of the Code and the regulations thereunder (the “Applicable Amounts”) that would constitute a “parachute payment” within the meaning (as such base amount is determined for purposes of Section 280G of the Code) from the Applicable Amounts. For purposes of clarity, such payment by the Company shall not be increased with respect to any tax liability incurred by the Executive with respect to such payment; provided, however, that if such payment is triggered in connection with or following a termination of the Executive’s employment, the Company’s obligation to make such payment shall be subject to the Executive’s satisfaction of the requirements set forth in Sections 5.3(f) and 5.4. Any such payment by the Company pursuant to this Section 5.6 shall be made promptly after the Determination described below is made and in all cases not later than the end of the Executive’s taxable year next following the year in which the Executive remits the related taxes. A determination as to whether any Excise Tax would be imposed on the Benefits for purposes of this Section 5.6, and the determination of any payment due to the Executive pursuant to this Section 5.6, shall be reduced made by the Company’s independent public accountants or another certified public accounting firm or executive compensation consulting firm of national reputation designated by the Company (the “Firm”) at the Company’s expense. The Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the extent necessary so Company and the Executive within ten (10) business days of the date of termination of the Executive’s employment, if applicable, or such other time as reasonably requested by the Company or the Executive (provided the 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, 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) The payment to the Executive shall bear all expense of, and be solely responsible for, any excise 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 3 of this Agreement shall be made without regard to whether the deductibility of such payment (or any other plan, arrangement or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a “parachute paymentpayments,” within the meaning of as that term is defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall be reduced to or for the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason benefit of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit that Executive Executive) would receive if no be limited or precluded by Section 280G and without regard to whether such reduction was made. payment (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 any other “parachute payments” within as so defined) would subject the meaning of Executive to the federal excise tax levied on certain “excess parachute payments” under Section 280G 4999 of the Code; provided that if the total of all “parachute payments” to or for the benefit of any Executive, less (ii) the amount of after reduction for all federal, state and local income and employment taxes payable by Executive with respect to (including 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 , if applicable) with respect to such payments (the 280G Firm determines“Total After-Tax Payments”), based upon controlling precedent would be increased by the limitation or substantial authority, that an Underpayment has occurred, elimination of any payment under the 280G Firm will notify Change of Control Plan or any “parachute payments” under other agreements or arrangements between the Executive and the Company, then the amount payable under this Plan (or the “parachute payment” under such other agreement or arrangement as the Company of that determinationand the Executive shall mutually determine) shall be reduced to the extent, and only to the Company will promptly pay extent, necessary to maximize the Total After-Tax Payments. The determination as to whether and to what extent each payment under the Change of Control Plan (or the “parachute payment” under such other agreement or arrangement) is required to be reduced in accordance with the preceding sentence shall be made at the Company’s expense by its independent certified public accounting firm. In the event of any underpayment or overpayment under the Change of Control Plan (or such other agreement or arrangement) as determined by the accounting firm, the amount of that Underpayment such underpayment or overpayment shall forthwith be paid to the Executive without interest. (for refunded to the Company, as the case may be, with interest at the applicable federal rate provided for in Section 7872(f)(2) 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, Notwithstanding 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 other provision of this Agreement or any other plan, arrangement or agreement with to the contrary, if any of the payments or benefits provided or to be provided by the Company or an affiliate its subsidiaries to the Executive or for the Executive’s benefit pursuant to the terms of Company this Agreement or otherwise (collectively, the “Covered Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit 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 CodeInternal Revenue Code of 1986, 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 amended (the “280G FirmCode”) 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 would, but 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 6 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 Code (or substantial authority, that an Underpayment has occurredany successor provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (collectively, the 280G Firm will notify Executive “Excise Tax”), then the Covered Payments shall be reduced (but not below zero) to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax. (b) Any such reduction shall be made in accordance with Section 409A of the Code and the Company following: (i) the Covered Payments which do not constitute nonqualified deferred compensation subject to Section 409A of the Code shall be reduced first; and (ii) all other Covered Payments shall then be reduced as follows: (A) cash payments shall be reduced before non-cash payments; and (B) payments to be made on a later payment date shall be reduced before payments to be made on an earlier payment date. (c) If, notwithstanding the initial application of this Section 6, the Internal Revenue Service determines that any Covered Payment constitutes an excess parachute payment (as defined by Section 280G(b) of the Code), this Section 6.8 will be reapplied based on the Internal Revenue Service’s determination, and the Company Executive will be required to promptly pay repay the amount portion of that Underpayment the Covered Payments required to Executive without interestavoid imposition of the Excise Tax, together with interest at the applicable federal rate (as defined in Section 7872(f)(2)(A) of the Code) from the date of the Executive’s receipt of the excess payments until the date of repayment. (fd) Any determination required under this Section 6.8, including whether any payments or benefits are parachute payments, shall be made by the Company in its sole discretion. The Executive shall provide the Company with such information and documents as the Company may reasonably request in order to make a determination under this Section 6.8. The Company’s determinations shall be final and binding on the Company 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 CodeExecutive.

Section 280G. (a) Executive shall bear all expense ofIn the event that the Employee becomes entitled to receive or receives any Payments and it is determined that, and but for this Section 11(a), any of the Payments will be solely responsible for, subject to any excise tax imposed by pursuant to Section 4999 of the Code or any similar or successor provision (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 Company shall pay to the Employee either (i) the full amount of the Payments or (ii) an amount equal to the Payments, reduced by the minimum amount necessary to prevent any portion of the Payments from being an “Payments”) that would constitute a “excess parachute payment” (within the meaning of Section 280G G) (the “Capped Payments”), whichever of the Codeforegoing amounts results in the receipt by the Employee, shall be reduced to on an after‑tax basis, of the extent necessary so greatest amount of Payments notwithstanding that no all or some portion thereof shall of the Payments may be subject to the Excise Tax. For purposes of determining whether an Employee would receive a greater after‑tax benefit from the Capped Payments than from receipt of the full amount of the Payments, but only if(i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by reason the Employee in respect of the receipt of such reductionpayments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the benefits are to be paid, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of the Employee’s residence on the effective date of the Section 280G Transaction, net after-tax benefit Executive receives shall exceed of the net after-tax benefit maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes (as determined by assuming that Executive would receive if no such reduction was madededuction is subject to the maximum limitation applicable to itemized deductions under Section 68 of the Code and any other limitations applicable to the deduction of state and local income taxes under the Code). (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 All calculations 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 11, including application and interpretation of the Code and related regulatory, administrative and judicial authorities, shall be made by an independent accounting firm or law firm independent tax counsel appointed by the Company (the “280G FirmTax Advisor”) 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 determinations made by the Company. The Company will direct the 280G Firm to submit any determination it makes Tax Advisor under this Section 7 11 shall be conclusive and detailed supporting calculations to binding on both Executive the Company 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 TaxEmployee, and the Company shall pay such reduced amount cause the Tax Advisor 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 provide 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 and any supporting calculations 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 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 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 Employee. The Company of that determination, shall bear all fees 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 expenses charged by the 280G Firm, and otherwise cooperate with the 280G Firm Tax Advisor in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 7its services. For purposes of making the calculations required by and determinations under this Section 711, after taking into account the information provided by the Company and the Employee, the 280G Firm Tax Advisor may rely on make reasonable, good faith interpretations assumptions and approximations concerning the application of Sections 280G and 4999 of the Code.. The Company and the Employee shall furnish the Tax Advisor with such information and documents as the Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 11. In the event that Section 11(a) applies and a reduction is required to be applied to the Payments thereunder, the Payments shall be reduced by the Company in its reasonable discretion in the following order: (i) reduction of any Payments that are subject to Section 409A of the Code on a pro‑rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Payments that are exempt from Code Section 409A.

Section 280G. (a) Executive shall bear all expense ofa. Notwithstanding anything in this Agreement to the contrary, and be solely responsible for, if any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); providedcompensation or benefits payable, however, that any payment or benefit received or to be received provided, to the Employee by Executive, the Company under this Agreement are treated as Excess Parachute Payments (whether payable under the terms alone or in conjunction with payments or benefits outside of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company (collectivelyAgreement), the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, compensation and benefits provided under this Agreement shall be modified or reduced in the manner provided in Subsection (b) below to the extent necessary so that no portion thereof the compensation and benefits payable or to be provided to Employee under this Agreement that are treated as Parachute Payments, as well as any compensation or benefits provided outside of this Agreement that are so treated, shall not cause the Company to have paid an Excess Parachute Payment. In computing such amount, the parties shall take into account all provisions of Code Section 280G, and the regulations thereunder, including making appropriate adjustments to such calculation for amounts established to be Reasonable Compensation. b. In the event that the amount of any Parachute Payments which would be payable to or for the benefit of the Employee under this Agreement must be modified or reduced to comply with this Section 4, any reduction shall be subject to made by the Excise Tax, but only if, by reason Company in accordance with the requirements of such reduction, Section 409A of the net after-tax benefit Executive receives shall exceed Code and the net after-tax benefit that Executive would receive if no such reduction was made.following: (b) The “net after-tax benefit” shall mean (i) the The Parachute Payments which Executive receives or is then entitled do not constitute nonqualified deferred compensation subject to receive from the Company that would constitute “parachute payments” within the meaning of Section 280G 409A of the Code, less Code shall be reduced first; and (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 All other Parachute Payments shall then be paid to Executive (based on the rate in effect for such year reduced 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.follows: (cA) 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 cash 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 afterbefore non-tax proceeds cash payments; and (with such order, B) payments 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 be made on a later payment date shall be subject reduced before payments 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 partbe made on an earlier payment date. (e) As a result c. This Section 4 shall be interpreted so as to avoid the imposition of excise taxes on 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 Employee under Section 4999 of the Code or generate the disallowance of a refund of tax imposed under deduction to the Company pursuant to Section 4999 280G(a) of the CodeCode with respect to amounts payable under this Agreement. If the 280G Firm determinesIn connection with any Internal Revenue Service examination, based upon controlling precedent audit or substantial authority, that an Underpayment has occurredother inquiry, the 280G Firm will notify Executive Company and the Company of that determinationEmployee agree to take action to provide, and to cooperate in providing, evidence to the Company will promptly pay the amount of that Underpayment to Executive without interest. Internal Revenue Service (f) Executive and the Company will provide the 280G Firm access to and copies of any booksand, 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 7if applicable, the 280G Firm may rely on reasonable, good faith interpretations concerning state revenue department) that the application compensation and benefits provided under this Agreement do not result in the payment of Sections 280G and 4999 of the CodeExcess Parachute Payments.

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 termination of the Executive’s 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 refer to herein as the “"280G Payments”") that would constitute a “"parachute payment” payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code, shall be reduced to the extent necessary so that no portion thereof shall ") and will 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. If Code (the "Excise Tax"), the Company shall pay to the Executive, no later than the time such Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount equal to the sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the same after-tax position (taking into account any and all applicable federal, state and local excise, income or other taxes at the highest applicable rates on such 280G Firm determines, based upon controlling precedent Payments and on any payments under this Section 7(a) 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 interestotherwise) as if no Excise Tax had been imposed. (fb) Executive All calculations and determinations under this Section 7 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the "Tax Counsel") whose reasonable, good faith determination shall be conclusive and binding on the Company 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 77(b), the 280G Firm Tax Counsel may rely on reasonable, good faith interpretations assumptions and approximations concerning the application applicability of Sections Section 280G and Section 4999 of the Code. The Company and the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this Section 7(b). The Company shall bear all costs of the Tax Counsel reasonably incurred in connection with the performance of its duties under this Section 7(b).

Section 280G. (a) Executive Officer 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 ExecutiveOfficer, whether payable under the terms of this Agreement or any other plan, arrangement or agreement with Company Employer or an affiliate of Company Employer (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 Officer receives shall exceed the net after-tax benefit that Executive Officer would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive Officer receives or is then entitled to receive from the Company Employer 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 Officer with respect to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing shall be paid to Executive Officer (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations under this Section 7 8 will be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive Officer and the Company Employer 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 CompanyEmployer. The Company Employer will direct the 280G Firm to submit any determination it makes under this Section 7 8 and detailed supporting calculations to both Executive Officer and the Company Employer as soon as reasonably practicable. (d) If the 280G Firm determines that one or more reductions are required under this Section 78, such Payments shall be reduced in the order that would provide Executive Officer 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 ExecutiveOfficer, 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 Employer shall pay such reduced amount to ExecutiveOfficer. Executive Officer 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 78, it is possible that amounts will have been paid or distributed to Executive Officer that should not have been paid or distributed (collectively, the “Overpayments”), or that additional amounts should be paid or distributed to Executive Officer (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against Executive Officer or the CompanyEmployer, 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 Officer must repay the Overpayment to the CompanyEmployer, without interest; provided, however, that no loan will be deemed to have been made and no amount will be payable by Executive Officer to the Company Employer unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which Executive Officer is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the 280G Firm will notify Executive Officer and the Company Employer of that determination, and the Company Employer will promptly pay the amount of that Underpayment to Executive Officer without interest. (f) Executive Officer and the Company Employer 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 78. For purposes of making the calculations required by this Section 78, 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 Agreement or otherwise to the contrary, in the event that any payment, award, benefit or distribution (aor any acceleration of any payment, award, benefit or distribution) Executive shall bear all expense ofby the Issuer, and be solely responsible for, the Company or any excise tax imposed by Section 4999 member of the Code Company Group, or any entity that effectuates a change of control (such excise tax being or any of its affiliates) to or for the “Excise Tax”); provided, however, that any payment or benefit received or of the Employee (whether pursuant to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement equity-based award, arrangement, agreement or agreement with Company or an affiliate of Company otherwise) (collectivelyall such payments, awards, benefits and/or distributions being hereinafter referred to as the “Total Payments”) that would constitute a be subject to the excise tax under Section 4999 of the Code (or any successor provision) (the “parachute paymentExcise Tax”), then: (a) If no “stock” of the Company Group is then “readily tradable” on an “established securities market” or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(1) of the Code, prior to the closing of the applicable transaction, the Company (or the applicable corporation undergoing a change in control) shall make good faith efforts to obtain shareholder approval of the Total Payments, such that upon shareholder approval, such portion of the Total Payments shall be not subject to the Excise Tax. The Employee shall fully cooperate to ensure that such shareholder approval of all such Total Payments is valid (including by executing all required waivers). Failure to obtain such shareholder approval following good faith efforts of the Company (or the applicable corporation undergoing a change in control) shall not constitute a breach of this Agreement or result in any additional payments to be made to the Employee with respect to the Excise Tax. In addition, the Employee can voluntarily decide not to execute the waiver, in which case the failure of the Company (or the applicable corporation undergoing a change in control) to obtain such shareholder approval shall not constitute a breach of this Agreement or result in any additional payments to be made to the Employee with respect to the Excise Tax. (b) in the event that (i) the shareholder approval described in Section 19(a) is not obtained or (ii) the “stock” of the Company Group is “readily tradable” on an “established securities market” or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(I) of the Code, then, to the extent necessary to make such portion of the Total Payments not subject to the Excise Tax, the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with any such reduction being made as follows: cash payments being reduced before equity-based compensation or other non-cash compensation or benefits, in each case, in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code, provided that, in the case of all of the foregoing Total Payments, all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to the extent necessary so that calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) as would result in no portion thereof shall be subject to of 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 payments being considered “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by 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. (c) Section 19(b) shall not apply and no reduction of Total Payments will occur if (i) clause 19(b)(ii) is applicable and (ii) (1) the net amount of such Total Payments, as reduced pursuant to Section 19(b) (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 less than (2) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of excise tax to which the Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). The 280G Firm . (d) Any determinations that are made pursuant to this Section 19 shall be required made by a nationally recognized certified public accounting firm that shall be selected by the Company (and paid by the Company) prior to evaluate the extent any transaction that is subject 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 “OverpaymentsAccountant”), or that additional amounts should which determination shall be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determines, based on either the assertion of a deficiency certified by the Internal Revenue Service against Executive or the Company, which assertion the 280G Firm believes has Accountant and set forth in 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 certificate delivered 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 Employee setting forth in reasonable detail 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 basis 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 interestAccountant’s determinations. (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 it is determined that any payment or distribution of any type to or for the benefit of Executive shall bear all expense of, and be solely responsible forby the Company, any of its affiliates, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G and the regulations thereunder) or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, without limitation, any equity plan or award agreement (the “Payments”), would be subject to the excise tax imposed by Section section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax being tax, together with any such interest or penalties, are collectively referred to as 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, then Executive 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 an additional payment (a “Gross-Up Payment”) in an amount such that would constitute “parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount after payment by Executive 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 including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the payments Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The determination of whether the Payments are subject to an Excise Tax and, if so, the amount to be paid by the Company to Executive and benefits described in (b)(i) above. (c) All determinations under the time of payment pursuant to this Section 7 will 26 shall be made by an accounting firm or law firm independent auditor (the “280G FirmAuditor”) that is mutually agreed jointly selected by the parties, which shall provide detailed supporting calculations both to by Executive and the Company prior to a change in ownership or control of a corporation and Executive within fifteen (within the meaning of Treasury regulations under Section 280G 15) days of the Code)receipt of notice from Executive that there has been a Payment. The 280G Firm Unless Executive agrees otherwise in writing, the Auditor shall be required to evaluate a nationally recognized United States public accounting firm that has not, during the extent to which payments are exempt from Section 280G two (2) years preceding the date of its selection, acted in any way on behalf of the Code Company or any of its affiliates. If the parties cannot agree on the firm to serve as reasonable compensation for services rendered before or after the Change in ControlAuditor, then the parties shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Any Gross-Up Payment, as determined pursuant to this Section 26, shall be paid by the Company to Executive within five (5) days of the receipt of the Auditor’s determination. All fees and expenses of the 280G Firm Auditor 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 7If, 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 7later date, it is possible that amounts will have been paid determined (pursuant to final regulations 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 published rulings of a deficiency by the Internal Revenue Service against Executive Service, final judgment of a court of competent jurisdiction, 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, otherwise) 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 Excise Tax payable to Executive without interest. (f) Executive and is greater than the amount initially so determined, then the Company will provide the 280G Firm access (or its successor) shall pay to Executive a Gross-Up Payment with respect to such Excise Tax and copies of any booksinterest, records, fines 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 Codepenalties resulting from such underpayment.

Section 280G. Notwithstanding anything to the contrary contained in this Agreement, (a) Executive If it shall bear all expense ofbe determined that any benefit provided to the Participant or payment or distribution by or for the account of the Company to or for the benefit of the Participant, and whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) 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”); , then the Payments that would be provided, however, that any payment paid or benefit received payable or distributed or distributable to be received by Executive, whether payable under the Participant pursuant to the terms of this Agreement shall be reduced prior to payment thereof so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount; provided that such reduction shall only be made if such reduction results in a more favorable after-tax position for the Executive. (b) Subject to the provisions of Section 23(c), all determinations required to be made under this Section 23, including the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent, certified public accounting firm or any such other plan, arrangement certified public accounting firm as may be designated by the Company prior to the change in ownership or agreement with Company or an affiliate of Company effective control (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning as defined for purposes 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 (a “parachute payments” within the meaning of Section 280G of the Code, less (iiChange in Control”) 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 which shall provide detailed supporting calculations both to by Executive the Company and the Company prior Participant within fifteen (15) business days of the receipt of notice from the Participant that there is scheduled to be a change in ownership Payment, or control of such earlier time as is requested by the Company. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a corporation (within the meaning of Treasury regulations under Section 280G of the Code). The 280G Firm shall be required to evaluate the extent to which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before or after the Change in Control, the Participant shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company 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. (dc) 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.23:

Section 280G. (ai) If any of the payments or benefits which Executive shall bear all expense ofreceives or may receive in the future (including, and be solely responsible forwithout limitation, any excise tax imposed by Section 4999 payments or benefits received in connection with a Change in Control or the termination of the Code (such excise tax being the “Excise Tax”); provided, however, that any payment or benefit received or to be received by Executive’s employment, whether payable under the terms of pursuant to this Agreement or any other plan, arrangement or agreement with Company agreement, or an affiliate of Company otherwise) (collectively, the “280G Payments”) that would constitute a (“parachute payment” payments”) within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Code”) and would, shall be reduced to the extent necessary so that no portion thereof shall but for this Section, 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 CodeCode (the “Excise Tax”), then such 280G Payments shall be reduced in a manner determined by the Employer Group (by the minimum possible amounts) that is consistent with the requirements of Section 409A of the Code until no amount payable to the Executive will be subject to the Excise Tax. If the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurredtwo economically equivalent amounts are subject to reduction but are payable at different times, 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 interestamounts shall be reduced (but not below zero) on a pro rata basis. (fii) Executive All calculations and determinations under this Section shall be made by an independent accounting firm or independent tax counsel appointed by the Employer Group (“Tax Counsel”) whose determinations shall be conclusive and binding on the Employer Group 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 7Section, 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 Employer Group and the Executive shall furnish Tax Counsel with such information and documents as Tax Counsel may reasonable request in order to make its determinations under this Section. The Employer Group shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

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 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, in the event that it shall be determined that the aggregate payments or distributions by the 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 (athe “Payments”), constitute “excess parachute payments” (as such term is defined under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) Executive shall bear all expense ofor any successor provision, and the regulations promulgated thereunder (collectively, “Section 280G”)) that would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Code or any successor provision (collectively, “Section 4999”) or any interest or penalties with respect to such excise tax being (the total excise tax, together with any interest and penalties, are hereinafter collectively referred to as the “Excise Tax”); provided, howeverthen the Payments shall be either (a) delivered in full, or (b) delivered to such lesser extent that any payment would result in no portion of the Payments being subject to the Excise Tax, whichever of the foregoing amounts, taking into account the applicable Federal, state or benefit received or to be received local income and employment taxes and the Excise Tax, results in the receipt by Executive, whether payable under the terms of this Agreement or any other planon an after-tax basis, 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 Codegreatest amount of benefits, shall be reduced to the extent necessary so notwithstanding that no all or some portion thereof shall of such benefits may be subject to the Excise Tax, but only if, by reason of such reduction, . In the net after-tax benefit Executive receives shall exceed the net after-tax benefit event 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 are 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 be reduced pursuant 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 713, such Payments shall be reduced in such that the order that would provide reduction of compensation to be provided to 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 as a result of this Section 13 is minimized. In applying this principle, the uncertainty reduction shall be made in a manner consistent with the application requirements of Section 280G of the Code 409A and where two economically equivalent amounts are subject to reduction but payable at the time that the 280G Firm makes its determinations under different times, such amounts shall be reduced on a pro rata basis (but not below zero). All calculations required pursuant to this Section 7, it is possible that amounts will have been paid 13 shall be performed in good faith by nationally recognized registered public accountants or distributed to 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 tax counsel selected 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) While neither the Company nor the Executive shall bear all expense ofbelieve that any compensation pursuant to this Agreement is contingent on a change in the ownership or effective control of the Company or of a substantial portion of the assets of the Company, and be solely responsible forthat, any excise tax imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); providedas a consequence, however, that any payment or benefit received or to be received by Executive, whether payable no payments provided for 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 should constitute a “parachute paymentpayments” within the meaning for purposes of Code Section 280G of G, in the Code, shall be reduced to event any payments or benefits 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 or any affiliate of the Company under this Agreement or otherwise are determined to constitute “parachute payments” within the meaning of Code Section 280G of G, and such payment would, but for this Section, be subject to the Codeexcise tax imposed on the Executive under Code Section 4999, less then the Executive will be entitled to receive either (iix) the full amount of all such parachute payments, or (y) a portion of such parachute payments having a value equal to $1 less than three (3) times the Executive’s “base amount” (as such term is defined in Code Section 280G), whichever of (x) and (y), after taking into account applicable federal, state 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 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 Section 4999, results in the Code as in effect at receipt by the time Executive on an after-tax basis, 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)greater amount. 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 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 75(a) shall be made in writing by the accountant or tax counsel selected by the Executive (the “Tax Advisor”). If there is a reduction pursuant to this Section 5(a) of the parachute payments to be delivered to the Executive, such Payments reduction shall be reduced implemented 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 a manner determined by the 280G FirmTax Advisor such that payments that are subject to Code Section 409A are not reduced (if possible) to and otherwise the extent necessary so that no portion thereof reductions shall be subject structured so as to ensure the Excise Taxbest economic outcome for the Executive as determined by the Tax Advisor. The Company shall pay or reimburse all fees charged by the Tax Advisor in connection with this Section 5. (b) The Company shall cooperate with the Executive and the Tax Advisor in good faith in valuing, and the Company shall pay take into account the value of, services provided or to be provided by the Executive (including, without limitation, Executive’s agreement to certain restrictive covenants in Section 9), such reduced amount that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 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 Q&A-44 of the uncertainty in the application of final regulations under Code Section 280G and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Code at the time that the 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 in accordance with Q&A-5(a) of the final regulations under 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.280G.

Section 280G. (a) Executive shall bear all expense ofIf it is determined that the amounts payable to you 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, 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 CodeInternal Revenue Code of 1986, 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 amended (the “280G FirmCode”) 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. If 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 Firm determinesPayments, based upon controlling precedent or substantial authority, or (2) one dollar less than the amount of the Payments that an Underpayment has occurred, would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the 280G Firm 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 notify be determined in a manner which has the least economic cost to the Executive and and, to the Company extent the economic cost is equivalent, will be reduced in the inverse order of that determinationwhen payment would have been made to you, and until the Company will promptly pay the amount of that Underpayment to Executive without interestreduction is achieved. (fb) Executive All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 75.9, 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 the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this

Section 280G. (ai) Executive shall bear all expense of, and be solely responsible for, Notwithstanding 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 other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any of the payments or benefits received or to be received by Executive (including, without limitation, any payment or benefits received in connection with Company a Change in Control or an affiliate Executive’s termination of Company employment, whether pursuant to the terms of this Agreement or any other plan, arrangement, or agreement, or 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 Code, less (ii) the amount of all federal, state Code 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. If Code (the 280G Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred“Excise Tax”), the 280G Firm will notify Company shall either (i) reduce (but not below zero) such payments or benefits received or to be received by Executive so that the aggregate present value of the payments and the Company of that determination, and the Company will promptly pay benefits received by Executive is $1.00 less than the amount of that Underpayment which would otherwise cause Executive to Executive without interestincur an Excise Tax, or (ii) be paid in full, whichever results in the greatest net after-tax payment to Executive. (fii) Executive All calculations and determinations under this Section 22 shall be made by an independent accounting firm or independent tax counsel appointed by the Company will provide (the 280G Firm access to “Tax Counsel”) whose determinations shall be conclusive and copies of any books, records, binding on the Company 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 722, 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 22. The Company shall bear all costs the Tax Counsel may reasonably incur in connection with its services.

Section 280G. (a) Executive 3 11.1 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 11: (bi) 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. (cii) All determinations under this Section 7 11 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 11 and detailed supporting calculations to both Executive the Employee and the Company as soon as reasonably practicable. (diii) If the 280G Firm determines that one or more reductions are required under this Section 711, 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 11 in a manner that maximizes the unilateral right net after-tax amount payable to forfeit any equity award in whole or in partthe Employee. (eiv) 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 711, 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. (fv) 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 reasonably 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 Code11.

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 Executive 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”) would not be deductible (in whole or part) by the Company or any Affiliates making such payment or providing such benefit as a result of Section 280G of the Code, then, to the extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement), the portion of the Total Payments that would do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first. (b) For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which Executive shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Section 280G(b) of the Code shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G 280G(b)(2) of the Code, including by reason of Section 280G(b)(4)(A) of the Code; (iii) the severance payments payable to Executive pursuant to Section 5 hereof shall be reduced only to the extent necessary so that no portion thereof shall be subject the Total Payments (other than those referred to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit 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 in clauses (i) the Payments which Executive receives or is then entitled to receive from the Company that would (ii) of this paragraph) in their entirety constitute “parachute payments” reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4)(B) of the Code or are otherwise not subject to disallowance as deductions by reason of Section 280G of the Code, less in the opinion of Tax Counsel; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of Executive and the Company in applying the terms of this Section 7, the Total Payments paid to or for Executive’s benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then, if such repayment would result in (i) no portion of the remaining Total Payments being subject to the Excise Tax and (ii) the amount a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of all federal, state and local income and employment taxes payable by taxes, the Executive with respect shall have an obligation to pay the Company upon demand an amount equal to the foregoing calculated at sum of (x) the highest marginal income tax rate for each year in which excess of the foregoing shall be Total Payments paid to Executive (based on or for Executive’s benefit over the rate in effect Total Payments that could have been paid to or for Executive’s benefit without any portion of 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 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 being subject to the Excise Tax, ; and (y) interest on the Company shall pay such reduced amount to Executive. Executive shall set forth in clause (x) of this sentence at any time have the unilateral right to forfeit any equity award rate provided in whole or in part. (eSection 1274(b)(2)(B) As a result of the uncertainty in the application of Section 280G of the Code at from the time that date of Executive’s receipt of such excess until 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 date 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 interestsuch payment. (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. If any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this 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 this Paragraph shall be made by the foregoing calculated at the highest marginal income tax rate for each year in Company’s independent accountants, 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 for the services 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 Code.deductibility of state and local taxes on such marginal tax rate. Executive and the 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. (a) In the event that any payment or benefit made or provided to or for the benefit of the Executive shall bear all expense ofunder this Agreement, and or under any plan, agreement, program or arrangement of the Company, by any Person effecting a change in control of the Company (a “280G Change in Control”), or any affiliates of any of the foregoing (a “Payment”) is determined to be solely responsible for, subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); providedCode, 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 comparable state or agreement with Company or an affiliate of Company (collectivelylocal tax provision, the “Payments”) Company shall reduce the amount of such Payment to the greatest amount that would constitute a “parachute payment” within can be paid to the meaning of Section 280G Executive without any portion of the Code, shall be reduced to the extent necessary so that no portion thereof shall be Payment being subject to the Excise Tax; provided however, but that such reduction shall be made only if, by reason to the extent that the reduction results in the Executive retaining a greater “After Tax Amount” (as defined below) of such reduction, the net after-tax benefit Executive receives shall exceed Payments following the net after-tax benefit that reduction than the After Tax Amount of the Payments the Executive would receive have retained if no such reduction was made. (b) The “net after-tax benefit” shall mean had taken place. For purposes of the foregoing, (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute paymentsAfter Tax Amount” within the meaning of Section 280G of the CodeExecutive’s Payments, less as computed with and as computed without the reduction provided for in this Section 22, shall mean the amount of the Payments, as so computed, that the Executive would retain after payment of all taxes (including any federal, state or local income taxes, the Excise Tax or other excise taxes, any employment, social security or Medicare taxes, and any other taxes) imposed with respect to such Payments in the year or years in which payable and (ii) the amount of all such taxes shall be computed at the rates in effect under the applicable tax laws in the year in which the applicable 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Payment is expected to be paid, and in the case of any income taxes, by using the combined federal, state and (if applicable) local income and employment taxes payable by Executive with respect tax rates then in effect under such laws. The determination of whether any Payment is subject 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)Excise Tax and, less (iii) if so, 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 any reduction shall be made by an independent, nationally recognized United States public accounting firm or law firm (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 Auditor shall be required selected by the Company (subject to evaluate the extent to Executive’s approval, which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before shall not be unreasonably withheld or after the Change in Control. All fees delayed), and expenses of the 280G Firm shall be paid solely for by the Company. The Company will direct Such determination shall be made no later than fifteen (15) days following the closing of the transaction or the occurrence of the event that constitutes the 280G Firm to submit any determination it makes under this Section 7 and Change in Control, or as soon thereafter as administratively practicable. The Auditor shall provide a written report of its determinations hereunder, including detailed supporting calculations calculations, both to both the Executive and to the Company. In the absence of manifest error, the determinations made by the Auditor hereunder shall be binding upon the Executive and the Company as soon as reasonably practicableCompany. The Parties shall cooperate with each other in connection with any Proceeding or Claim relating to the existence or amount of any liability for any Excise Tax. (db) If Any reductions in the 280G Firm determines that one or more reductions are Executive’s Payments required under to be made pursuant to this Section 7, such Payments 22 above shall be reduced made in the order following order: (i) payments that would provide Executive are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the largest amount highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) 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 will next be reduced; (v) all other non-tax proceeds cash benefits not otherwise described in clauses (with ii) or (iv) will be next reduced pro-rata. Within ten (10) days following such orderdetermination hereunder, 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 or distribute to Executive. Executive shall at any time have or for the unilateral right to forfeit any equity award in whole or in part. (e) As a result benefit of the uncertainty in Executive such amounts as are then due to the application of Section 280G Executive under this Agreement and shall promptly pay or distribute to or for the benefit of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that Executive such 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 as become due 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 unlessunder, 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 terms 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 CodeAgreement.

Section 280G. (a) The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax being the “Excise TaxCode”); provided, however, that any payment or benefit received or to be received by the Executive in connection with a Change in Control or the termination of the Executive, ’s employment (whether payable under pursuant to the terms of this Agreement (“Contract Payments”) or any other plan, arrangement arrangements or agreement with the Company or an any affiliate of Company (collectivelycollectively with the Contract Payments, the “Total Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code, shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive receives shall exceed the net after-tax benefit that would be received by the Executive would receive if no such reduction was made. (b) The . For purposes of this Section 2.3, “net after-tax benefit” shall mean (i) the Payments total of all payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by Executive with respect to the foregoing calculated at the highest maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (b)(ii) above. (c) All determinations under this above by Section 7 will 4999 of the Code. The foregoing determination shall be made by an a nationally recognized accounting firm or law firm (the “280G Accounting Firm”) that is mutually agreed to selected by Executive and the Company prior and reasonably acceptable to a change in ownership or control of a corporation (within the meaning of Treasury regulations under Section 280G of the Code)Executive. The 280G Accounting 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 its determination it makes under this Section 7 and detailed supporting calculations to both the Executive and the Company as soon as reasonably practicablewithin fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be “parachute payments. (d) ” If the 280G Accounting Firm determines that one or more reductions are a reduction is required under by this Section 72.3, such the cash portion of the 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 of the Total Payments shall be subject to the Excise Taxexcise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive. Executive shall at any time have If the unilateral right to forfeit any equity award in whole or in part. (e) As a result Accounting Firm determines that none of the uncertainty in Total Payments, after taking into account any reduction required by this Section 2.3, constitutes a “parachute payment” within the application meaning of Section 280G of the Code Code, it will, at the same time that as it makes such determination, furnish 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 an opinion that Executive has substantial authority not to the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to report any excise tax under Section 4999 of the Code or generate a refund of on his federal income tax imposed under Section 4999 of the Codereturn. If the 280G 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 shall each provide the 280G Accounting Firm access to and copies of any books, records, and documents in their the possession of the Executive or the Company, as the case may be, reasonably requested by the 280G Accounting Firm, and otherwise cooperate with the 280G Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by this Section 72.3 . For purposes The fees and expenses of making the Accounting Firm for its services in connection with the determinations and calculations required contemplated by this Section 7, 2.3 shall be borne by 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 14.1 If there is a change of ownership or effective control or change in the ownership of a substantial portion of the Code assets of the Company (such excise tax being within the meaning of Section 280G of the Code) (a “Excise Tax280G CIC”); provided, however, that ) and any payment or benefit received or (including payments and benefits pursuant to be received by Executive, whether payable under this Agreement) that Executive would receive from the terms of this Agreement or any other plan, arrangement or agreement with 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 CodeCode and (ii) but for this sentence, shall 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: (A) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), but or (B) 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”, by reason and Executive shall be entitled to payment of such reduction, the net whichever amount that shall result in a greater 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 amount for Executive. 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 Executive with respect to and the foregoing calculated Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income tax rate for each year taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, the reduction in which the foregoing shall be paid to Executive (based on the rate in effect for such year as set forth payments and/or benefits will occur in the Code as following order: (1) first, reduction of cash payments, in effect at the time reverse order of scheduled payment date (or if necessary, to zero), (2) then, reduction of non-cash and non-equity benefits provided to Executive, on a pro rata basis (or if necessary, to zero) and (3) then, cancellation of the first payment acceleration of vesting of equity award compensation in the reverse order of the foregoing), less (iii) the amount date of Excise Tax imposed with respect to the payments and benefits described in (b)(i) abovegrant of Executive’s equity awards. (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 14.2 Unless Executive and the Company prior to a change otherwise agree in ownership or control of a corporation (within the meaning of Treasury regulations writing, any determination required under Section 280G of the Code). The 280G Firm this section 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 made in Control. All fees and expenses of the 280G Firm shall be paid solely writing by the Company. The Company will direct ’s independent public accountants (the 280G Firm to submit any “Accountants”), whose determination it makes under this Section 7 shall be conclusive and detailed supporting calculations to both binding upon 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 7for all purposes. For purposes of making the calculations required by this Section 7such determination, 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.

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 CodeInternal Revenue Code of 1986, 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 amended (the “280G FirmCode”) 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. If 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 Firm determines, based upon controlling precedent or substantial authority, Payments or (2) one dollar less than the amount of the Payments that an Underpayment has occurred, would subject the Executive to the Excise Tax (the “Safe Harbor Amount”). If a reduction in the 280G Firm 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 notify be determined in a manner which has the least economic cost to the Executive and and, to the Company extent the economic cost is equivalent, will be reduced in the inverse order of that determinationwhen payment would have been made to you, and until the Company will promptly pay the amount of that Underpayment to Executive without interestreduction is achieved. (fb) Executive All calculations and determinations under this Section 5.9 shall be made by an independent accounting firm or independent tax counsel appointed by the Company (the “Tax Counsel”) whose determinations shall be conclusive and binding on the Company and the 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 7Executive for all purposes. For purposes of making the calculations and determinations required by this Section 75.9, 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 the Executive shall furnish the Tax Counsel with such information and documents as the Tax Counsel may reasonably request in order to make its determinations under this

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 you would receive under this Agreement, when combined with any other payment or benefit you receive pursuant to be received by Executive, whether payable under the terms a Change-in-Control (for purposes of this Agreement or any other planSection, arrangement or agreement with Company or an affiliate of Company (collectively, the a “PaymentsPayment”) that would constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and, but for this sentence, be subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then such Payment shall be reduced either: (i) the full amount of such Payment; or (ii) such lesser amount (a “Reduced Payment”) as would result in no portion of the Payment being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall 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 reduction was made. (b) The “net after-tax benefit” With respect to Section 10(a), if there is more than one method of reducing the Reduced Payment amount that would result in no portion of the Payment being subject to the Excise Tax, then the Payment shall mean be reduced or eliminated in the following order: (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute cash 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 taxable benefits; (iii) nontaxable benefits; and (iv) accelerated vesting of equity awards in a manner that maximizes the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above.be received by you. M▇▇▇▇▇ ▇▇▇▇▇▇ Employment Agreement (c) All determinations under this The determination of whether Section 7 will 10(a)(i) or (ii) applies, and the calculation of the amount of the Reduced Payment if applicable, shall be made performed by an a nationally recognized certified public accounting firm or law firm as may be designated by the Company (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 Accounting Firm shall be required provide detailed supporting calculations to evaluate both the extent to which payments are exempt from Section 280G Company and you within fifteen (15) business days of the Code receipt of notice from you that there has been a Payment, or such earlier time as reasonable compensation is requested by the Company, in a form that can be relied upon for services rendered before or after the Change in Controltax filing purposes. 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 You may receive a Payment that one or more reductions are required under this Section 7is, such Payments shall be reduced in the order that would provide Executive with aggregate, either more or less than the largest amount of after-tax proceeds described in Section 10(a)(i) or (with such orderii) (as applicable, to the extent permitted by Sections 280G and 409A of the Code, designated by Executive, an “Overpayment” 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 “UnderpaymentsUnderpayment”). If the 280G Firm determinesit is finally determined by a court of competent jurisdiction pursuant to a final non-appealable judgment, based on either the assertion of a deficiency by or the Internal Revenue Service against Executive Service, or by the Company, which assertion Accounting Firm upon request by either the 280G Firm believes has a high probability of success Company or is otherwise based on controlling precedent or substantial authorityyou, that an Overpayment or Underpayment has been made, Executive must then: (i) in the event of an Overpayment, you shall promptly repay the Overpayment to the Company, without interesttogether with interest on the Overpayment at the applicable federal rate from the date of your receipt of such Overpayment until the date of such repayment; providedand (ii) in the event of an Underpayment, howeverthe Company shall promptly pay an amount equal to the Underpayment to you, that no loan will be deemed to together with interest on such amount at the applicable federal rate from the date such amount would have been made and no amount will be payable by Executive paid to you had the Company unless, and then only to provisions of Section 10(a)(ii) not been applied until the extent that, the deemed loan and payment would either reduce the amount on which Executive is subject to tax under Section 4999 date 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 interestpayment. (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 under the terms of Notwithstanding anything contained in this Agreement or to the contrary, to the extent that the payments and benefits provided under this Agreement and under any other plan, arrangement plan or agreement with Company or an affiliate of Company (collectively, the “Payments”) that would constitute a subject the Executive to the excise tax (the “parachute payment” within the meaning of Excise Tax”) imposed under Section 280G 4999 of the Code, the Payments shall be reduced (but not below zero) to the extent necessary so such that no portion thereof shall of the Payments will 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 . . All determinations related 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 9 shall be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed to by Executive , and all such determinations shall be final and binding on the Executive, the Company 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)Company’s Subsidiaries and Affiliates. 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 At the time of the initial determination by 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 7hereunder, it is possible that amounts the total Payments will have been paid or distributed made to the Executive that which should not have been paid made (an “Overpayment”) or distributed that an amount which will not have been made to the Executive could have been made (collectively, the an “OverpaymentsUnderpayment”), or in each case, consistent with the calculations required to be made hereunder. In the event that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Executive or the Company, which assertion that the 280G Firm believes has a high probability of success or is otherwise based on controlling precedent or substantial authoritysuccess, that determines an Overpayment has been made, any such Overpayment paid or distributed to or for the benefit of the Executive must repay shall be repaid by the Overpayment Executive to the Company, without interestpayor (or such person designated by the payor) together with interest at the applicable Federal rate provided in Section 7872(f)(2) of the Code; provided, however, that no loan will be deemed to have been made and no amount will shall be payable by the Executive to the Company unless, payor (or such person designated by the payor) if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid 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; provided further that any such Underpayment shall constitute a payment (within the meaning of Treasury Regulation Section 1.409A-2(b)(2)) separate and apart from the total Payments; and provided, further that any such Underpayment shall be deemed a disputed payment (within the meaning of Treasury Regulation Section 1.409A-3(g)) and shall be made no later than the end of the Executive’s first taxable year in which the 280G Firm will notify Executive and the Company of that determination, and the Company will promptly pay the amount of that Underpayment determines pursuant 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 Code9 that such Underpayment is due.

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 “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G Accounting Firm shall determine whether some amount of the CodeAgreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to 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 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 election within 10 days of his receipt of notice. If no such election is made by the Executive within such 10-day period, the Company shall reduce the Agreement Payments in the following order: (iix) Section 4(a)(i)(A), (y) Section 4(a)(i)(B), and (z) Section 4(a)(ii). All determinations made by 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 Accounting Firm under this Section 7 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 (7, 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 the 280G Firm shall be paid solely by the Company. The Company will direct the 280G Firm to submit , including 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 non-competition provisions 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, may apply 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 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 Company to or for the benefit of the Executive pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that should additional amounts which will not have been paid or distributed by the Company to or for the benefit of the Executive pursuant of this Agreement could have been so paid or distributed (collectivelyeach, the an “OverpaymentsUnderpayment”), or in each case, consistent with the calculations of the Reduced Amount hereunder. In the event that additional amounts should be paid or distributed to Executive (collectively, the “Underpayments”). If the 280G Firm determinesAccounting 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 authoritysuccess, 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 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, 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 7 shall be borne by the Company:

Section 280G. (a) Executive This Section 8 shall bear all expense ofapply if the payments and benefits provided to you pursuant to the terms of this Agreement, and the Letter Agreement, the Prior Employment Agreement, or otherwise, in connection with the tender offer and/or merger provided for in the Merger Agreement, would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) as a result of the Payment being required to be taken into account under Section 280G(b)(2) of the Code (such excise tax being tax, together with any interest and penalties, are hereinafter referred to as the “Excise Tax”); provided. It is the intention of the Company and you in applying this Section 8 that you receive the maximum net after-tax benefit from this Agreement. To effectuate said intention, however, the Company and you agree that the amount of any payment or benefit received or to be received by Executive, whether payable under the terms of described in this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company shall be payable only if: (collectively, i) the “Payments”) net amount that would constitute a “parachute payment” within be retained by you after deduction of all taxes applicable to the meaning payment or benefit, including the Excise Tax, is greater than (ii) the net amount that would be retained by you after deduction of Section 280G all taxes applicable to the payment or benefit after the payment or benefit is reduced to the maximum amount which you may receive without becoming subject to the Excise Tax. If the amount described in clause (ii) of the Codeprevious sentence is greater than the amount described in clause (i), then you agree that such payment or benefit you are entitled to receive under this Agreement shall be reduced to the extent necessary so maximum amount that no portion thereof shall you may receive without causing the payment or benefit 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 Tax (any such reduction was made. (b) The in payments or benefits shall be referred to herein as a “net after-tax benefit” shall mean (i) Cutback”). Subject to the Payments which Executive receives or provisions of this Section 8, all determinations required to be made under this Section 8, including the determination of whether a Cutback is then entitled to receive from the Company that would constitute “parachute payments” within the meaning required and of Section 280G of the Code, less (ii) the amount of all federalany such Cutback, state and local income and employment taxes payable shall be made by Executive with respect PricewaterhouseCoopers LLP (or if they are unwilling or unable to serve Deloitte & Touche USA LLP) (the “Accounting Firm”), which shall provide detailed supporting calculations both to the foregoing calculated at the highest marginal income tax rate for each year in which the foregoing Company and you and shall be paid to Executive (based made on the rate in effect for basis of substantial authority. If the Accounting Firm determines that a Cutback is required under this Section 8, it shall furnish you with a written opinion that it is “more likely than not”, or such year higher standard as set forth in adopted by the Code as in effect at Treasury Department from time to time, that the time Cutback is so required. Any determination by the Accounting Firm meeting the requirements of this Section 8 shall be binding on the Company and you, subject only to this Section 8. The fees and disbursements of the first payment of Accounting Firm in performing 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 borne solely by the Company. The Company Notwithstanding the foregoing, the parties acknowledge that, prior to the Start Date, the Accounting Firm will direct the 280G Firm prepare a good faith estimate of Excise Tax implications of payments and benefits that are provided to submit any determination it makes you under this Section 7 and detailed supporting calculations to both Executive and Agreement on or before the Company as soon as reasonably practicableStart Date. (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. If any payment or distribution by the Company to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this 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 this Paragraph shall be made by the foregoing calculated at the highest marginal income tax rate for each year in Company’s independent accountants, 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 for the services 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 the 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. (a) Executive Notwithstanding anything in this Employment Agreement to the contrary, in the event that the Company’s independent public accountants (the “Accountants”) shall bear determine that receipt of all expense ofpayments or benefits made or provided by the Company or its affiliated companies in the nature of compensation to or for Employee’s benefit (each, a “Payment”), whether payable or to be provided pursuant to this Employment Agreement or otherwise, and be solely responsible forincluding, any without limitation, the post-termination payments and benefits provided pursuant to Section 11(c) and the restricted shares provided pursuant to Section 14, would subject Employee to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax being the “Excise TaxCode”); 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, 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 (as defined below). (b) The “net after-tax benefit” If the Accountants determine that aggregate Payments should be reduced to the Reduced Amount, the Company shall mean (i) promptly give Employee notice to that effect and a copy of the detailed calculation thereof. Any reduction of 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 made in such a manner as will provide Employee with the rate in effect for such year greatest Net After-Tax Receipt, 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) abovedefined below. (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 4999 of the Code at the time that of the 280G Firm makes its determinations under this Section 7initial determination by the Accountants hereunder, it is possible that amounts Payments will have been paid made by the Company to or distributed to Executive that for the benefit of Employee which should not have been paid or distributed so made (collectively, the “OverpaymentsOverpayment”), or that additional amounts should be which will have not been paid or distributed by the Company to Executive or for the benefit of Employee could have been so paid or distributed (collectively, the “UnderpaymentsUnderpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. If In the 280G Firm determinesevent that the Accountants, based on either upon the assertion of a deficiency by the Internal Revenue Service against Executive either the Company or Employee which the Company, which assertion the 280G Firm believes Accountants believe has a high probability of success or is otherwise based on controlling precedent or substantial authoritysuccess, determine that an Overpayment has been made, Executive must repay the Employee shall pay any such Overpayment to the Company, without interestCompany together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no loan will be deemed to have been made and no amount will shall be payable by Executive Employee to the Company unless, if and then only to the extent that, the deemed loan and such payment would not either reduce the amount on which Executive Employee is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the 280G Firm determines, based upon controlling precedent or substantial authority, Accountants determine 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 Employee together with interest at the Company will promptly pay the amount of that Underpayment to Executive without interest. (fapplicable federal rate provided for in Section 7872(f)(2) 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 have the meanings set forth below:

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 (i) to the Code (such excise tax being the “Excise Tax”); provided, however, extent that any payment or benefit received distribution of any type to or to be received for the Executive by Executivethe Company, whether payable under any Affiliate of the terms Company, any Person who acquires ownership or effective control of this Agreement or any other plan, arrangement or agreement with the Company or an affiliate ownership of Company a substantial portion of the Company’s assets (collectively, the “Payments”) that would constitute a “parachute payment” within the meaning of Section 280G of the Code) and all regulations, guidance, and other interpretative authority issued thereunder (collectively, “Section 280G”)and the regulations thereunder), or any Affiliate of such Person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the “Payments”) constitute “parachute payments” (within the meaning of Section 280G), and if (ii) such aggregate would, if reduced by all federal, state and local taxes applicable thereto, including the excise tax imposed under Section 4999 of the Code (the “Excise Tax”), be less than the amount the Executive would receive, after all taxes, if the Executive received aggregate Payments equal (as valued under Section 280G) to only three times the Executive’s “base amount” (within the meaning of Section 280G), less $1.00, then (iii) such Payments shall be reduced (but not below zero) if and to the extent necessary so that no portion thereof Payments to be made or benefit to be provided to the Executive shall be subject to the Excise Tax, but only if, . All determinations required to be made under this Section 6.2 shall be made by reason of such reduction, the net after-tax benefit Executive receives shall exceed the net after-tax benefit a nationally recognized accounting firm that Executive would receive if no such reduction was made. (b) The “net after-tax benefit” shall mean is (i) not serving as accountant or auditor for the individual, entity or group effecting the change in control and (ii) selected by the Company with the consent of the Executive which consent shall not be unreasonably withheld, conditioned or delayed (the “Accounting Firm”), which shall provide detailed supporting calculations (which detailed supporting calculations shall include specific information about each Payment (including the amount of each Payment) and such other information as the Executive shall reasonably request or need to make the determination required of the Executive under this Section 6.2 both to the Company and the Executive within thirty (30) business days after the Termination Date (or such earlier time as is requested by the Company). Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. If the Payments are so reduced, the Company shall reduce or eliminate the Payments (A) by first reducing or eliminating the portion of the Payments which Executive receives or is then entitled to receive from the Company are not payable in cash (other than that would constitute “parachute payments” within the meaning of Section 280G portion of the CodePayments subject to clause (C) hereof), less (iiB) then by reducing or eliminating cash payments (other than that portion of the amount Payments subject to clause (C) hereof) and (C) then by reducing or eliminating the portion of all federalthe Payments (whether payable in cash or not payable in cash) to which Treasury Regulation § 1.280G-1 Q/A 24(c) (or successor thereto) applies, state and local income and employment taxes payable by Executive 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 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) abovetime. (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) In the event that any payment or benefit made or provided to or for the benefit of the Executive shall bear all expense ofunder this Agreement, and or under any plan, agreement, program or arrangement of the Company, of any Person effecting a change in control of the Company (a “280G Change in Control”), or any affiliates of any of the foregoing (a “Payment”) is determined to be solely responsible for, subject to any excise tax (“Excise Tax”) imposed by Section 4999 of the Code (such excise tax being the “Excise Tax”); providedCode, 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 comparable state or agreement with Company or an affiliate of Company (collectivelylocal tax provision, the “Payments”) Company shall reduce the amount of such Payment to the greatest amount that would constitute a “parachute payment” within can be paid to the meaning of Section 280G Executive without any portion of the Code, shall be reduced to the extent necessary so that no portion thereof shall be Payment being subject to the Excise Tax; provided however, but that such reduction shall be made only if, by reason to the extent that the reduction results in the Executive retaining a greater “After Tax Amount” (as defined below) of such reduction, the net after-tax benefit Executive receives shall exceed Payments following the net after-tax benefit that reduction than the After Tax Amount of the Payments the Executive would receive have retained if no such reduction was made. (b) The “net after-tax benefit” shall mean had taken place. For purposes of the foregoing, (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “parachute paymentsAfter Tax Amount” within the meaning of Section 280G of the CodeExecutive’s Payments, less as computed with and as computed without the reduction provided for in this Section 22, shall mean the amount of the Payments, as so computed, that the Executive would retain after payment of all taxes (including any federal, state or local income taxes, the Excise Tax or other excise taxes, any employment, social security or Medicare taxes, and any other taxes) imposed with respect to such Payments in the year or years in which payable and (ii) the amount of all such taxes shall be computed at the rates in effect under the applicable tax laws in the year in which the applicable 280G Change in Control occurs, or if then ascertainable, the rates in effect in any later year in which any Payment is expected to be paid, and in the case of any income taxes, by using the combined federal, state and (if applicable) local income and employment taxes payable by Executive with respect tax rates then in effect under such laws. The determination of whether any Payment is subject 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)Excise Tax and, less (iii) if so, 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 any reduction shall be made by an independent, nationally recognized United States public accounting firm or law firm (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 Auditor shall be required selected by the Company (subject to evaluate the extent to Executive’s approval, which payments are exempt from Section 280G of the Code as reasonable compensation for services rendered before shall not be unreasonably withheld or after the Change in Control. All fees delayed), and expenses of the 280G Firm shall be paid solely for by the Company. The Company will direct Such determination shall be made no later than fifteen (15) days following the closing of the transaction or the occurrence of the event that constitutes the 280G Firm to submit any determination it makes under this Section 7 and Change in Control, or as soon thereafter as administratively practicable. The Auditor shall provide a written report of its determinations hereunder, including detailed supporting calculations calculations, both to both the Executive and to the Company. In the absence of manifest error, the determinations made by the Auditor hereunder shall be binding upon the Executive and the Company as soon as reasonably practicableCompany. The Parties shall cooperate with each other in connection with any Proceeding or Claim relating to the existence or amount of any liability for any Excise Tax. (db) If Any reductions in the 280G Firm determines that one or more reductions are Executive’s Payments required under to be made pursuant to this Section 7, such Payments 22 above shall be reduced made in the order following order: (i) payments that would provide Executive are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the largest amount highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) will next be reduced; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, will next be reduced; (iv) 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 will next be reduced; (v) all other non-tax proceeds cash benefits not otherwise described in clauses (with ii) or (iv) will be next reduced pro-rata. Within ten (10) days following such orderdetermination hereunder, 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 or distribute to Executive. Executive shall at any time have or for the unilateral right to forfeit any equity award in whole or in part. (e) As a result benefit of the uncertainty in Executive such amounts as are then due to the application of Section 280G Executive under this Agreement and shall promptly pay or distribute to or for the benefit of the Code at the time that the 280G Firm makes its determinations under this Section 7, it is possible that Executive such 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 as become due 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 unlessunder, 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 terms 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 CodeAgreement.

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 you would receive or to be received by Executiveretain under this Severance Agreement, whether payable under the terms of this Agreement or when combined with any other planpayment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), 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 Section 8, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall 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 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 required to be made under this Section 7 will 8, including whether and to what extent the Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm or law consulting firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change experience 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 matters regarding Section 280G of the Code as reasonable compensation for services rendered before or after may be designated by the Change in ControlCompany (the “280G Advisor”). The 280G Advisor shall provide detailed supporting calculations both to you and the Company at such time as is requested by the Company. 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 Any final 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 Advisor shall be subject to the Excise Tax, binding upon you 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 78, the 280G Firm Advisor 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. (a) Executive shall bear all expense ofIn the event that the total amount of payments to be received by the Executive, and pursuant to this Agreement or otherwise, that are contingent upon a change in ownership or control (within the meaning of Section 280G of the Code) would, but for this Section 22(a), 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, however, that any payment or benefit received or then the amount of payments to be received by Executive, whether payable under the terms of Executive pursuant to 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 maximum amount that no portion thereof shall will cause the total amounts of the payments not to be subject to the Excise Tax, but only if, by reason if the amount of such reductionpayments, after such reduction and after payment of all applicable taxes on the net after-tax benefit Executive receives shall exceed reduced amount, is equal to or greater than the net after-tax benefit that amount of such payments the Executive would receive if no otherwise be entitled to retain without such reduction was madeafter the payment of all applicable taxes, including the Excise Tax. (b) The “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from accounting firm engaged by the Company for general audit purposes shall perform any calculations necessary in connection with this Section 22. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations under this Section 22 shall provide its calculations, together with detailed supporting documentation, to Executive and the Company within 15 calendar days after the date on which Executive’s right to a payment contingent on a change in control is triggered (if requested at that would constitute time by Executive or the Company) or such other time as requested by Executive or the Company. If the accounting firm determines that no Excise Tax is payable with respect to such payments, it shall furnish Executive and the Company with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to such payments. Any good faith determinations of the accounting firm made hereunder shall be final, binding, and conclusive upon Executive and the Company. If a reduction in payments or benefits constituting “parachute payments” within is required by Section 22(a), 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 reduction shall be paid to Executive (based on the rate in effect for such year as set forth occur in the Code as following order unless Executive elects in effect at the time of the first payment of the foregoing)writing a different order (provided, 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”) however, 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 election shall be subject to the Excise Tax, Company’s approval if made on or after the date on which the event that triggers the payment occurs 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, that such election does not violate Code Section 409A): reduction of cash payments (in reverse order of the deemed loan and payment would either reduce the amount date on which Executive such cash payments would otherwise be made with the cash payments that would otherwise be made last being reduced first); cancellation of accelerated vesting of stock awards; reduction of employee benefits. In the event that accelerated vesting of stock awards is subject to tax under Section 4999 be reduced, such accelerated vesting shall be cancelled in the reverse order of the Code or generate grant date of Executive’s stock awards unless Executive elects in writing 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 interestdifferent order for cancellation. (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, that event any payment or benefit received or arising in connection with Executive’s services to be received by Executivethe Corporation, whether payable under the terms of pursuant to this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company otherwise (collectively, the “PaymentsPayment”) that would constitute a is an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), shall and would be reduced subject to the extent necessary so excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then the Corporation shall pay Executive an additional cash payment (the “Gross-Up Payment”) in an amount such that no portion thereof after payment by Executive of all taxes, including, without limitation, any income and employment taxes and Excise Tax imposed upon the Gross-Up Payment, Executive shall retain an amount equal to the Excise Tax imposed upon the Payment and the Gross-Up Payment. (b) For purposes of determining whether any of the Payments and Gross-Up Payment (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of such 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 Total Payments which Executive receives or is then entitled to receive from the Company that would constitute shall be treated as “parachute payments” within the meaning of Section 280G of the Code, less and all “parachute payments” in excess of the “base amount” (as defined under Section 280G of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Accountants (as defined in Section 5(c)), such Total Payments (in whole or in part): (1) do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax, and (ii) the amount value 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 non-cash benefits or any deferred payment or benefit shall be paid to Executive (based on determined by the rate Accountants in effect for such year as set forth in accordance with the Code as in effect at the time principles of Section 280G 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) aboveCode. (c) All determinations under this Section 7 will hereunder shall be made by an a nationally recognized United States public accounting firm or law firm selected by the Corporation and approved by Executive (which approval shall not be unreasonably withheld) (the “280G FirmAccountants”) 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 which 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 detailed supporting calculations both to both the Corporation and Executive at such time as it is requested by the Corporation or Executive. The determination of the Accountants shall be final and binding upon the Company as soon as reasonably practicableCorporation and Executive. The Corporation shall be responsible for all charges of the Accountants. (d) If The federal tax returns filed by Executive (and any filing made by a consolidated tax group which includes the 280G Firm determines that one or more reductions are required under this Section 7, such Payments Corporation) shall be reduced in the order that would provide Executive prepared and filed on a basis consistent with the largest determination of the Accountants with respect to the Excise Tax payable by Executive. Executive shall make proper payment of the 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 any Excise Tax, and at the Company request of the Corporation, provide to the Corporation true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service, and such other documents reasonably requested by the Corporation, evidencing such payment (provided that Executive may delete information unrelated to the Payment or Excise Tax and provided, further that the Corporation at all times shall pay treat such reduced returns as confidential and use such return only for purpose contemplated by this paragraph). In the event that the Excise Tax is subsequently determined by the Accountants or the Internal Revenue Service to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, Executive shall repay to the Corporation, at the time that the amount of such reduction in Excise Tax is finally determined, 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 Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event that any portion of the Gross-Up Payment to be refunded to the Corporation has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to Executive, and interest payable to the Corporation shall not exceed the interest received or credited to Executive by such tax authority for the period it held such portion. Executive and the Corporation shall at mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if Executive’s claim for refund or credit is denied. The Corporation and Executive shall promptly deliver to each other copies of any time have written communications, and summaries of any verbal communications, with any taxing authority regarding the unilateral right to forfeit any equity award in whole or in partExcise Tax covered by this Section 5. (e) As a result of 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 Excise Tax is possible that amounts will have been paid later determined by the Accountants 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 to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Corporation shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) promptly after the amount of such excess is finally determined. (f) The Gross-Up Payment shall be paid not later than the sixtieth day following an event which subjects 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 interestExcise Tax; provided, however, that if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Corporation shall pay to Executive on such day an estimate, as determined in good faith by the Accountants, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code, subject to further payments pursuant to Section 5(e) above, as soon as the amount thereof can reasonably be determined, but in no loan will be deemed event later than the ninetieth day after the occurrence of the event subjecting Executive to the Excise Tax. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been made due, subject to Sections 5(d) and no amount will be 5(h), such excess shall constitute a loan by the Corporation to Executive, payable on the fifth day after demand by Executive the Corporation (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (g) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Company unlessExcise Tax, Executive shall permit the Corporation to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect Executive but Executive shall control any other issues. In the event that the issues are interrelated, Executive and the Corporation shall in good faith cooperate so as not to jeopardize resolution of either issue. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, Executive shall permit the representative of the Corporation to accompany Executive, and then only Executive and his representative shall cooperate with the Corporation and its representative. (h) Nothing in this Section 5 is intended to violate the ▇▇▇▇▇▇▇▇-▇▇▇▇▇ Act of 2002 and to the extent thatthat any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the deemed loan and advance a nonrefundable 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 determinationrepayment obligation null and void. Notwithstanding the foregoing, and the Company will promptly pay the amount of that Underpayment any payment or reimbursement made pursuant to this Section 5 shall be paid to Executive without interest. (f) Executive promptly and in no event later than the Company will provide end of the 280G Firm access calendar year next following the calendar year in which the related tax is paid by Executive, or, where no taxes are required to be remitted, the end of the calendar year following the calendar year in which the audit is completed or there is a final and copies nonappealable settlement or other resolution of any books, records, and documents in their possession as reasonably requested by the 280G Firm, and otherwise cooperate litigation. The provisions of this Section 5 shall survive the termination of Executive’s employment with the 280G Firm in connection with the preparation Corporation for any reason and issuance of the determinations and calculations contemplated by any amount payable under this Section 7. For purposes 5 shall be subject to the provisions 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 Code6 below.

Section 280G. Notwithstanding anything in this Agreement or otherwise to the contrary, in the event that any payment, award, benefit or distribution (aor any acceleration of any payment, award, benefit or distribution) Executive shall bear all expense ofby the Issuer, and be solely responsible for, the Company or any excise tax imposed by Section 4999 member of the Code Company Group, or any entity that effectuates a change of control (such excise tax being or any of its affiliates) to or for the “Excise Tax”); provided, however, that any payment or benefit received or of the Employee (whether pursuant to be received by Executive, whether payable under the terms of this Agreement or any other plan, arrangement equity-based award, arrangement, agreement or agreement with Company or an affiliate of Company otherwise) (collectivelyall such payments, awards, benefits and/or distributions being hereinafter referred to as the “Total Payments”) that would constitute a be subject to the excise tax under Section 4999 of the Code (or any successor provision) (the “parachute paymentExcise Tax”), then: a. If no “stock” of the Company Group is then “readily tradable” on an “established securities market” or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(I) of the Code, prior to the closing of the applicable transaction, the Company (or the applicable corporation undergoing a change in control) shall make good faith efforts to obtain shareholder approval of the Total Payments, such that upon shareholder approval, such portion of the Total Payments shall be not subject to the Excise Tax. The Employee shall fully cooperate to ensure that such shareholder approval of all such Total Payments is valid (including by executing all required waivers). Failure to obtain such shareholder approval following good faith efforts of the Company (or the applicable corporation undergoing a change in control) shall not constitute a breach of this Agreement or result in any additional payments to be made to the Employee with respect to the Excise Tax. In addition, the Employee can voluntarily decide not to execute the waiver, in which case the failure of the Company (or the applicable corporation undergoing a change in control) to obtain such shareholder approval shall not constitute a breach of this Agreement or result in any additional payments to be made to the Employee with respect to the Excise Tax. b. In the event that (i) the shareholder approval described in Section 19(a) is not obtained or (ii) the “stock” of the Company Group is “readily tradable” on an “established securities market” or otherwise within the meaning of Section 280G(b)(5)(A)(ii)(I) of the Code, then, to the extent necessary to make such portion of the Total Payments not subject to the Excise Tax, the portion of the Total Payments that do not constitute deferred compensation within the meaning of Section 409A of the Code shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero), with any such reduction being made as follows: cash payments being reduced before equity-based compensation or other non-cash compensation or benefits, in each case, in reverse order beginning with payments or benefits that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code; provided that, in the case of all of the foregoing Total Payments, all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to the extent necessary so that calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) as would result in no portion thereof shall be subject to of 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 payments being considered “net after-tax benefit” shall mean (i) the Payments which Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all federal, state and local income and employment taxes payable by 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 or to be received by Executivethe Executive would receive under this Agreement, whether payable under the terms of this Agreement or when combined with any other planpayment or benefit the Executive receives (“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 either (1) the full amount of such Payment or (2) such lesser amount (with cash payments being reduced before stock option compensation) as would result in no portion of the Payment being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall of the Payment may be subject to the Excise Tax. For these purposes, 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, federal and state and local income and employment taxes payable by Executive with respect to the foregoing shall be calculated at the highest maximum marginal income tax rate for each year in which the foregoing shall be paid to the Executive (based on upon the rate in effect for such year as set forth in the Code as in effect at the time of the first payment termination of the foregoingExecutive’s employment), less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (cb) All determinations required to be made under this Section 7 will 4.11(b), including whether and to what extent the Payments shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by an the nationally recognized certified public accounting firm or law used by the Company immediately prior to the effective date of the Change in Control or, if such firm declines to serve, such other nationally recognized certified public accounting firm as may be designated by the Company (the “280G Accounting Firm”) that is mutually agreed ). The Accounting Firm shall provide detailed supporting calculations both to by Executive and the Company prior to a change in ownership or control of a corporation (within at such 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 Company will direct Any determination by the 280G Accounting Firm to submit any determination it makes under this Section 7 and detailed supporting calculations to both shall be binding upon 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 74.11(b), the 280G Accounting Firm 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. THIRD: The following amendments to the Agreement are adopted in respect of Code Section 409A: (a) A sentence shall be added at the end of Section 2.1(b), which reads: “In no event will Executive’s annual bonus be paid later than March 15th of the calendar year following the calendar year to which such annual bonus relates.” (b) Section 4.7 shall be revised in its entirety to read: “As a condition to receiving any payments set forth in Section 4.2 through 4.5, the Executive (or his executor) shall be required to execute and not revoke a waiver and release of claims in favor of the Company and its Affiliates, in the form attached hereto as EXHIBIT B, no later than the 60th day following Executive’s termination, and, to the extent reasonably necessary, for a 180-day period following such employment termination, shall make himself reasonably available to provide transition services and consultation to the Company, subject to his other business and personal commitments; PROVIDED, HOWEVER, that the level of such services and consultation does not exceed 20 percent of the level of the average level services Executive provided to the Company and its Affiliates in the 36-month period preceding such termination so as not to lose the presumption that such termination constitutes a “separation from service” under Section 409A of the Code and Treasury Regulation 1.409A-1(h).” (c) A new Section 7.15 is added, which reads as follows: “This Agreement and the payments hereunder are intended to be exempt from or to satisfy the requirements of Section 409A of the Code, including published guidance and regulations interpreting such Section, and should be interpreted accordingly. In particular, and without limiting the preceding sentence, if the Company determines Executive is a “specified employee” (within the meaning of Section 409A(a)(2)(B)(i) of the Code and determined in accordance with Treas. Reg. § 1.409A-1(i) and the Company’s specified employee identification policy, if any, in effect on the date of Executive’s termination) as of date of Executive’s termination, then any payment under this Agreement that is treated as deferred compensation payable on account of Executive’s separation from service under Section 409A of the Code shall be accumulated and paid on the date that is six months after the date of separation from service (or Executive’s death, if occurring earlier) (without interest or earnings). Further, any reference to “termination of employment” shall mean, where applicable, a “separation from service” as set forth under Section 409A of the Code and Final Treasury Regulation § 1.409A-1(h). In no event may Executive, directly or indirectly, designate the calendar year of any payment to be made under this Agreement or otherwise which constitutes a “deferral of compensation” within the meaning of Code Section 409A. To the extent that any reimbursements made pursuant to this Agreement are taxable to Executive, any such reimbursement payment due to Executive shall be paid to Executive as promptly as practicable, and in no event later than the last day of the calendar year following the calendar year in which the expense was incurred. The reimbursements made pursuant to this Agreement are not subject to liquidation or exchange for another benefit and the amount of such benefits and reimbursements that Executive receives in one taxable year shall not affect the amount of such benefits or reimbursements that Executive receives in any other taxable year. In the event that any provision of this Agreement is inconsistent with Code Section 409A or such guidance, then the applicable provisions of Code Section 409A shall supersede such inconsistent provision. In accordance with the foregoing, Executive shall not have a legally binding right to any distribution made to Executive in error. Notwithstanding the foregoing, in no event will any of the Company, its Affiliates or their respective officers, directors, employees, or agents have any liability for failure of the Agreement to satisfy Code Section 409A and none of the foregoing guarantees that the Agreement complies with Code Section 409A.”

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 Employee would receive in connection with a Change in Control from the terms of this Agreement or any other plan, arrangement or agreement with 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 (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 Employee, which of the following two alternative forms of payment would result in [his/her] 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 Employee 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 by Executive with respect to and the foregoing calculated Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income tax rate for each year taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Employee shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in which payments and/or benefits shall occur in the foregoing manner that results in the greatest economic benefit to Employee 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 paid to Executive (based on reduced pro rata. Unless Employee and the rate Company otherwise agree in effect for such year as set forth in the Code as in effect at the time of the first payment of the foregoing)writing, less (iii) the amount of Excise Tax imposed with respect to the payments and benefits described in (b)(i) above. (c) All determinations any determination required under this Section 7 will paragraph shall be made in writing by an accounting firm or law firm the Company’s independent public accountants (the “280G FirmAccountants”) that is mutually agreed to by Executive ), whose determination shall be conclusive and binding upon Employee 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 7all purposes. For purposes of making the calculations required by this Section 7paragraph, 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. Employee and the Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this paragraph. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this paragraph as well as any costs incurred by Employee 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 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 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 cause to be taken into account 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 value of all applicable federal, state and local income and employment taxes payable by Executive with respect to and the foregoing calculated Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income tax rate for each year taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) the Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in which the foregoing payments and/or benefits shall be paid to Executive (based on the rate in effect for such year as set forth occur in the Code manner that results in the greatest economic benefit to the Executive as determined in effect at this paragraph. If more than one method of reduction will result in the time same economic benefit, the portions 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 Transaction Payment 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 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, any excise tax imposed In the event that it is determined by Section 4999 of the Code (such excise tax being the “Excise Tax”); provided, however, Company in its sole discretion that any payment or benefit received or to be received by Executive, whether payable Executive under the terms of this Agreement or otherwise, either cash or non-cash, that Executive has the right to receive from the Company, including, but not limited to, accelerated vesting or payment of any other plandeferred compensation, arrangement equity grants or agreement with Company or an affiliate any benefits payable to Executive under any plan for the benefit of Company (collectivelyemployees, the “Payments”) that would constitute a an “excess parachute payment” within the meaning of (as defined in Section 280G of the Code), then, notwithstanding any contrary provisions in any plan, program or policy of the Company, the Company shall be reduced reduce Executive’s payments and benefits payable under this Agreement to the extent necessary so that no portion thereof shall be subject to the Excise Taxexcise tax imposed by Code Section 4999, but only if, by reason of such reduction, the net afterNet After-tax benefit Tax Benefit to the Executive receives shall exceed the net afterNet After-tax benefit that Executive would receive Tax Benefit if no such reduction was were not made. (b) The . “net afterNet After-tax benefitTax Benefit” for these purposes shall mean the sum of (i) the Payments total amount payable to Executive under this Agreement, plus (ii) all other payments and benefits which Executive receives or is then entitled to receive from the Company that that, alone or in combination with the payments and benefits payable under this Agreement, would constitute a “parachute paymentspayment” within the meaning of Code Section 280G of the CodeG, less (iiiii) the amount of all federal, state and local federal income and employment taxes payable by Executive with respect to the foregoing calculated at the highest maximum marginal income tax rate for each year in which the foregoing shall be paid to Executive (based on upon 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 foregoingunder this Agreement), less (iiiiv) the amount of Excise Tax excise taxes imposed with respect to the payments and benefits described in (b)(ii) above. and (cii) above by Code Section 4999. The parachute payments reduced shall be those that provide Executive the best economic benefit and to the extent any parachute payments are economically equivalent with each other, each shall be reduced pro rata; provided, however, that Executive may elect to have the noncash payments and benefits due to Executive reduced (or eliminated) prior to any reduction of the cash payments due under this Agreement. All determinations required to be made under this Section 7 will shall be made by an accounting firm or law firm (the “280G Firm”) that is mutually agreed tax counsel reasonably acceptable to by Executive and the Company prior or any other third party acceptable to a change in ownership or control of a corporation the Executive and the Company (within the meaning of Treasury regulations under Section 280G of the Code“Tax Counsel”). The 280G Firm Tax Counsel shall be required provide detailed supporting calculations both 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 and Employee. All fees and expenses of the 280G Firm Tax Counsel shall be paid borne solely by the Company. The Company will direct the 280G Firm to submit Absent manifest error, any determination it makes under this Section 7 and detailed supporting calculations to both Executive and by Tax Counsel shall be binding upon 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 7Employee. For purposes of making determining whether and the calculations required by this extent to which any payments would constitute a “parachute payment” (i) no portion of any payments or benefits that Executive shall have waived at such time and in such manner as not to constitute a "payment" within the meaning of Code Section 7280G(b) shall be taken into account, the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 (ii) no portion of the Codepayments shall be taken into account which, in the opinion of Tax Counsel, does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2) (including by reason of Code Section 280G(b)(4)(A)) and, in calculating the excise tax, no portion of such payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Code Section 280G(b)(4)(B), in excess of the “base amount” (within the meaning set forth in Code Section 280G(b)(3)) allocable to such reasonable compensation, and (iii) the value of any noncash benefit or any deferred payment or benefit included in the payments shall be determined by Tax Counsel in accordance with the principles of Code Sections 280G(d)(3) and (4).

Section 280G. (a) Executive shall bear all expense ofTo the extent applicable, 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 you would receive or to be received by Executiveretain under this Severance Agreement, whether payable under the terms of this Agreement or when combined with any other planpayment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), 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 Section 7, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced either payable in full or in such lesser amount as would result in no portion of the Payment being |US-DOCS\117358055.3|| subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall 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 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 required to be made under this Section 7 will 7, including whether and to what extent the Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm or law consulting firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change experience 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 matters regarding Section 280G of the Code as reasonable compensation for services rendered before or after may be designated by the Change in ControlCompany (the “280G Advisor”). The 280G Advisor shall provide detailed supporting calculations both to you and the Company at such time as is requested by the Company. 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 Any final 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 Advisor shall be subject to the Excise Tax, binding upon you 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 Advisor 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. (a) Executive Anything in this agreement to the contrary notwithstanding, in the event it shall bear all expense ofbe determined that any payment or distribution by the Company to or for the benefit of you (whether paid or payable or distributed or distributable pursuant to the terms of this agreement or otherwise, and but determined without regard to any additional payments required under this Section 2) (a “Company Payment”) would be solely responsible for, any subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties are incurred by you with respect to such excise tax (such excise tax being tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”); provided, howeverthen you shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), that including, without limitation, any payment or benefit received or income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, you retain an amount of the Gross-Up Payment equal to be received by Executive, the Excise Tax imposed upon the Company Payments. (b) For purposes of determining whether payable under any of the terms of this Agreement or any other plan, arrangement or agreement with Company or an affiliate of Company Payments and Gross-Up Payments (collectively, 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 will be subject to the Excise Tax and the amount of such 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 Total Payments which Executive receives or is then entitled to receive from the Company that would constitute shall be treated as “parachute payments” within the meaning of Section 280G 280G(b)(2) of the Code, less and all “parachute payments” in excess of the “base amount” (iias defined under Code Section 280G(b)(3) of the amount of all federal, state and local income and employment taxes payable by Executive with respect Code) shall be treated as subject to the foregoing calculated at Excise Tax, unless and except to 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 extent that, in the Code as in effect at the time opinion of the first payment of the foregoingCompany’s independent certified public accountants appointed prior to any change in ownership (as defined under Code Section 280G(b)(2), 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 or tax counsel selected by an accounting firm or law firm such accountants (the “280G FirmAccountants”) that is mutually agreed to by Executive and the Company prior to a change such Total Payments (in ownership whole or control of a corporation (in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered 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 280G(b)(4) of the Code as reasonable compensation for services rendered before or after the Change in Control. All fees and expenses excess 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 “base amount” 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 not subject to the Excise Tax, and (ii) the Company value of any non-cash benefits or any deferred payment or benefit shall pay such reduced amount to Executive. Executive shall at any time have be determined by the unilateral right to forfeit any equity award Accountants in whole or in part. (e) As a result of accordance with the uncertainty in the application principles of Section 280G of the Code Code. (c) For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence for the calendar year in which the Company Payment is to be made, net of the maximum reduction in U.S. federal income taxes which could be obtained from deduction of such state and local taxes if paid in such year. In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the 280G Firm makes its determinations under this Section 7, it amount of such excess is possible that amounts will have been paid finally determined. (d) The Gross-Up Payment or distributed to Executive that should not have been paid or distributed portion thereof provided for in subsection (collectively, the “Overpayments”), or that additional amounts should c) above shall be paid or distributed to Executive (collectively, not later than 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, thirtieth day following an event occurring 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 subjects you to the Company, without interestExcise Tax; provided, however, that no loan will if the amount of such Gross-Up Payment or portion thereof cannot be deemed to have been made and no amount will be payable by Executive to finally determined on or before such day, the Company unlessshall pay to you on such day an estimate, and then only to as determined in good faith by the extent thatAccountant, 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 minimum amount of tax imposed under such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 4999 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth day after the occurrence of the event subjecting you to the Excise Tax. (e) If any controversy arises between you and the Internal Revenue Service or any state or local taxing authority (a “Taxing Authority”) with respect to the treatment on any return of the Gross-Up Payment, or of any Company Payment, or with respect to any return which a Taxing Authority asserts should show an Excise Tax, including, without limitation, any audit, protest to an appeals authority of a Taxing Authority or litigation (“Controversy”), (i) the Company shall have the right to participate with you in the handling of such Controversy, (ii) the Company shall have the right, solely with respect to a Controversy, to direct you to protest or contest any proposed adjustment or deficiency, initiate an appeals procedure within any Taxing Authority, commence any judicial proceeding, make any settlement agreement, or file a claim for refund of tax, and (iii) you shall not take any of such steps without the prior written approval of the Company, which the Company shall not unreasonably withhold. If the 280G Firm determinesCompany so elects, based upon controlling precedent or substantial authorityyou shall be represented in any Controversy by attorneys, that an Underpayment has occurredaccountants, and other advisors selected by the 280G Firm will notify Executive and the Company of that determinationCompany, and the Company will promptly shall pay the amount fees, costs and expenses of such attorneys, accountants, or advisors, and any tax liability you may incur as a result of such payment. You shall promptly notify the Company of any communication with a Taxing Authority, and you shall promptly furnish to the Company copies of any written correspondence, notices, or documents received from a Taxing Authority relating to a Controversy. You shall cooperate fully with the Company in the handling of any Controversy by furnishing the Company any information or documentation relating to or bearing upon the Controversy; provided, however, that Underpayment you shall not be obligated to Executive without interestfurnish to the Company copies of any portion of your tax returns which do not bear upon, and are not affected by, the Controversy. (f) Executive and You shall pay over to the Company will provide the 280G Firm access to and copies Company, with ten (10) days after receipt thereof, any refund you receive from any Taxing Authority of all or 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 portion of the determinations and calculations contemplated by this Section 7Gross-Up Payment or Excise Tax, together with any interest you receive from such Taxing Authority on such refund. For purposes of making the calculations required by this Section 72, a reduction in your tax liability attributable to the 280G Firm may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 previous payment of the CodeGross-Up Payment or the Excise Tax shall be deemed to be a refund. If you would have received a refund of all or any portion of the Gross-Up Payment or the Excise Tax, except that a Taxing Authority offset the amount of such refund against other tax liabilities, interest, or penalties, you shall pay the amount of such offset over to the Company, together with the amount of interest you would have received from the Taxing Authority if such offset had been an actual refund, within ten (10) days after receipt of notice from the Taxing Authority of such offset.”

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 Employee would receive in connection with a Change in Control from the terms of this Agreement or any other plan, arrangement or agreement with 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 (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 Employee, which of the following two alternative forms of payment would result in [his/her] 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 Employee 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 by Executive with respect to and the foregoing calculated Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income tax rate for each year taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Employee shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in which payments and/or benefits shall occur in the foregoing manner that results in the greatest economic benefit to Employee as determined in this Section. If more than one method of reduction will result in the same economic benefit, the portions of the Transaction 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 reduced pro rata. Unless Employee and the Company prior to a change otherwise agree 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 writing, 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 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 Company’s independent public accountants (the extent necessary so that no portion thereof “Accountants”), whose determination shall be subject to the Excise Tax, conclusive and binding upon Employee 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 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. Employee 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 Employee 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 If any payment or benefit received you would receive or to be received by Executiveretain under this Agreement, whether payable under the terms of this Agreement or when combined with any other planpayment or benefit you receive or retain in connection with a “change in control event” within the meaning of Section 280G of the Code and the regulations and guidance thereunder (“Section 280G”), 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 Section 8, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be reduced either payable in full or in such lesser amount as would result in no portion of the Payment being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the Excise Tax, results in your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that no all or some portion thereof shall 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 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 required to be made under this Section 7 will 8, including whether and to what extent the Payment shall be reduced and the assumptions to be utilized in arriving at such determination, shall be made by an a nationally recognized certified public accounting firm or law consulting firm (the “280G Firm”) that is mutually agreed to by Executive and the Company prior to a change experience 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 matters regarding Section 280G of the Code as reasonable compensation for services rendered before or after may be designated by the Change in ControlCompany (the “280G Advisor”). The 280G Advisor shall provide detailed supporting calculations both to you and the Company at such time as is requested by the Company. All fees and expenses of the 280G Firm Advisor shall be paid borne solely by the Company. The Company will direct the 280G Firm to submit any Any final 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 Advisor shall be subject to the Excise Tax, binding upon you 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 78, the 280G Firm Advisor 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. (a) 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, in the event that any payment the Accounting Firm shall determine that receipt of all payments or distributions in the nature of compensation to or for the benefit received or to be received by of the Executive, whether paid or payable under the terms of pursuant to 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 subject the meaning of Executive to tax under Section 280G 4999 of the Code, the Accounting Firm shall determine whether the Payments shall be reduced (but not below zero) to meet the definition of Reduced Amount (as defined below). The Payments shall be reduced to the extent necessary so Reduced Amount only if the Accounting Firm determines that no portion thereof shall the Net After-Tax Receipt (as defined below) of unreduced aggregate Payments would be subject equal to or less than one-hundred ten percent (110%) of the Net After-Tax Receipt of the aggregate Payments if the Payments were reduced 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 aggregate 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 “parachute payments” within the meaning of Section 280G effect and a copy 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) detailed calculation thereof. All determinations made by the Accounting Firm under this Section 7 will 8 shall be binding upon the Company and the Executive and shall 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. practicable and in no event later than five (d5) If business days following the 280G Firm determines that one Effective Date, or more reductions are required under this Section 7such later date on which there has been a Payment. The reduction of the Payments, such Payments if applicable, shall be reduced made in the order that would provide the Executive with the largest amount of after-tax proceeds (with such order, to the extent permitted by Code Sections 280G and 409A of the Code, designated by the Executive, or otherwise determined by the 280G Accounting Firm) to ). All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by the Company. To the extent necessary so that no portion thereof shall be subject to requested by the Excise TaxExecutive, and the Company shall pay cooperate with the Executive in good faith in valuing 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 the Corporation (within the meaning of Q&A-2(b) of Section 280G of the Code), such reduced amount that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Executive. Executive shall at any time have Q&A-44 of Section 280G of the unilateral right to forfeit any equity award Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of Section 280G of the Code in whole or in partaccordance with Q&A-5(a) of Section 280G of the Code. (ec) As a result of the uncertainty in the application of Section 280G 4999 of the Code 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 shall 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 (collectively, the “OverpaymentsOverpayment”), ) or that additional amounts should be which shall 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 (collectively, the “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, the Executive must repay the shall pay any such Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the deemed loan and such payment would not either reduce the amount on which the 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 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 determinationthe Executive, and the Company will promptly pay the amount of that Underpayment to Executive without interest. (fd) 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 78, the 280G Firm may rely on reasonable, good faith interpretations concerning following terms have the application of Sections 280G and 4999 of the Code.meanings set forth below: