Common use of Termination Upon a Change in Control Clause in Contracts

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates Executive’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive terminates Executive’s employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive shall be entitled to receive, in addition to the amounts due under Section 10A, a lump-sum payment equal to twelve (12) months of Executive’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each case, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, in substantially the form of Exhibit A attached hereto, the execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10C; provided that Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (and Executive’s dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10C, any payments due under this Section 10C shall commence within seventy (70) days of Executive’s termination of employment, provided that if such seventy (70)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Executive’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, Executive shall be entitled to the immediate vesting of all outstanding equity awards then held by Executive. The payments and benefits described in this Section 10C are in lieu of, and not in addition to, the payments and benefits described in Section 10B, it being understood by Executive that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If within the Company or any successor in interest to the Company terminates Executive’s employment without Cause in connection with or within twelve Contract Term (12a) months after there occurs a Change in Control and (defined belowb) within the period beginning three (3) months before and eighteen (18) months subsequent to the Change in Control (or earlier if such termination occurs as a result of instructions from the person or group acquiring the Company in the Change in Control) the Company terminates the employment of the Executive without Cause (other than for death or Disability) or if the Executive terminates Executive’s his employment for Good Reason (defined belowother than for death or Disability), the Executive shall receive as soon as reasonably practicable after the Date of Termination in a lump sum the Executive’s Accrued Annual Base Salary. Additionally, on the sixtieth (60th) within twelve day following the Termination of Employment, provided that the Executive has delivered an Effective Release, the Company shall pay the Executive, in a lump sum, an amount equal to eighteen (1218) months after a Change in Control, Executive shall be entitled to receive, in addition to the amounts due under Section 10A, a lump-sum payment equal to twelve (12) months of Executive’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each case, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, in substantially the form of Exhibit A attached hereto, the execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10C; provided that Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (and Executive’s dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10C, any payments due under this Section 10C shall commence within seventy (70) days of Executive’s termination of employment, provided that if such seventy (70)-day period spans two calendar years, payments shall commence in the latter calendar yearMonthly Base Salary. In addition to the foregoing benefits, Executive shall continue in the Company’s group medical insurance and subject group dental insurance under the continuation coverage provisions of COBRA. The level of benefits in such plans shall be the level in effect for the Executive and his dependents at the Date of Termination. These programs shall be continued at no cost to the Executive, except to the extent that federal, state or local tax law requires the inclusion of the value of such benefits in Executive’s timely income, for a period of eighteen (18) months of coverage following Termination of Employment, or if shorter, the period of time during which the Executive and his dependents remain eligible for coverage under COBRA. The Executive’s entitlement to any termination benefits pursuant to this Section 4.4 are expressly conditioned upon the Executive’s execution of a Separation Agreement General Release and Waiver as described further in Section 8.7 prior to the Company’s obligation to provide payment of any amounts due or any benefits hereunder. To be effective, the General Release that has been executed and Waiver referred to above must be delivered by Executive to the Company no later than the fiftieth (50th) day following the Date of Termination, and must not be revoked within any applicable rescission period that has expired within sixty during the seven (607) days of the Executive’s termination of employment, Executive shall be entitled to the immediate vesting of all outstanding equity awards then held by Executivefollowing such delivery (“Effective Release”). The payments and benefits employee benefit coverage described in this Section 10C are in lieu of, and not in addition to, the payments and benefits described in Section 10B, it being understood by Executive that he preceding paragraph shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes commence as of the day prior to the effective date Termination of Employment, but shall be forfeited as of the change in control shall perform sixtieth (60th) day following the foregoing calculations. The Date of Termination if the Company shall bear all expenses has not been provided with respect to the determinations an Effective Release by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executivedate.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates ExecutiveEmployee’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive Employee terminates Executive’s his employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive Employee shall be entitled to receivereceive (i) his accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, in addition to policies and arrangements for the amounts due under Section 10Aperiod preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal to twelve (12) months of Executivetwo times Employee’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each caseeffect, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty seventy (6070) days of the ExecutiveEmployee’s termination of employment, in substantially the form of Exhibit A C attached hereto, the execution and performance by Executive Employee of which is specifically a condition to Executive’s his receipt of any of the payments and benefits provided under this Section 10CParagraph 12C; provided that Executive Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive Paragraph 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive Employee (and Executive’s his dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10CParagraph 12C, any payments due under this Section 10C Paragraph 12C shall commence within seventy (70) days of ExecutiveEmployee’s termination of employment, provided that if such seventy (70)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to ExecutiveEmployee’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty seventy (6070) days of the ExecutiveEmployee’s termination of employment, Executive Employee shall be entitled to the immediate vesting of all outstanding equity awards then held the RSUs and the pro-rated amount of any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant to the terms thereof and at such time and in such manner as determined by Executivethe Board (or a committee thereof) in its sole discretion (but consistent with other bonuses determined by the Board) pursuant to the terms thereof, less any payments thereof already made during such year. The payments and benefits described in this Section 10C Paragraph 12C are in lieu of, and not in addition to, the payments and benefits described in Section 10BParagraph 12B, it being understood by Executive Employee that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates ExecutiveEmployee’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive Employee terminates Executive’s his employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive Employee shall be entitled to receivereceive (i) his accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, in addition to policies and arrangements for the amounts due under Section 10Aperiod preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal to twelve (12) months of Executiveone time Employee’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each caseeffect, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, in substantially the form of Exhibit A C attached hereto, the execution and performance by Executive Employee of which is specifically a condition to Executive’s his receipt of any of the payments and benefits provided under this Section 10CParagraph 12C; provided that Executive Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive Paragraph 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive Employee (and Executive’s his dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10CParagraph 12C, any payments due under this Section 10C Paragraph 12C shall commence within seventy sixty (7060) days of ExecutiveEmployee’s termination of employment, provided that if such seventy sixty (70)-day 60)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to ExecutiveEmployee’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, Executive „ Employee shall be entitled to the immediate vesting pro-rated amount of all outstanding equity awards then held any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant to the terms thereof (except for the provision of remaining an employee through the date of payment thereof) and at such time and in such manner as determined by Executivethe Board (or a committee thereof) in its sole discretion pursuant to the terms thereof, less any payments thereof already made during such year. The payments and benefits described in this Section 10C Paragraph 12C are in lieu of, and not in addition to, the payments and benefits described in Section 10BParagraph 12B, it being understood by Executive Employee that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this AgreementRGB, if any “payments” (includingMRM, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.KJL INITIALS

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates Executive’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive terminates Executive’s employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive shall be entitled to receive, in addition to the amounts due under Section 10A, a lump-sum payment equal to twelve eighteen (1218) months of Executive’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each case, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, in substantially the form of Exhibit A attached hereto, the execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10C; provided that Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (and Executive’s dependents, as applicable) at the same rate it pays for active employees for a period for twelve eighteen (1218) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10C, any payments due under this Section 10C shall commence within seventy (70) days of Executive’s termination of employment, provided that if such seventy (70)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Executive’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, Executive shall be entitled to the immediate vesting of all outstanding equity awards then held by Executive. The payments and benefits described in this Section 10C are in lieu of, and not in addition to, the payments and benefits described in Section 10B, it being understood by Executive that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates ExecutiveEmployee’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive Employee terminates Executive’s his employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive Employee shall be entitled to receivereceive (i) his accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, in addition to policies and arrangements for the amounts due under Section 10Aperiod preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal to twelve (12) months of Executiveone times Employee’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each caseeffect, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, in substantially the form of Exhibit A C attached hereto, the execution and performance by Executive Employee of which is specifically a condition to Executive’s his receipt of any of the payments and benefits provided under this Section 10CParagraph 12C; provided that Executive Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive Paragraph 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive Employee (and Executive’s his dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10CParagraph 12C, any payments due under this Section 10C Paragraph 12C shall commence within seventy sixty (7060) days of ExecutiveEmployee’s termination of employment, provided that if such seventy sixty (70)-day 60)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to ExecutiveEmployee’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, Executive Employee shall be entitled to the immediate vesting pro-rated amount of all outstanding equity awards then held any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant to the terms thereof (except for the provision of remaining an employee through the date of payment thereof) and at such time and in such manner as determined by Executivethe Board (or a committee thereof) in its sole discretion pursuant to the terms thereof, provided such bonus shall be paid no later than as soon as reasonably practicable after the earlier of the filing of the Company’s Annual Report on Form 10-K with the SEC and December 31 of the calendar year immediately following the calendar year in which the bonus is being measured. The payments and benefits described in this Section 10C Paragraph 12C are in lieu of, and not in addition to, the payments and benefits described in Section 10BParagraph 12B, it being understood by Executive Employee that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates ExecutiveEmployee’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive Employee terminates Executive’s her employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive Employee shall be entitled to receivereceive (i) her accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, in addition to policies and arrangements for the amounts due under Section 10Aperiod preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal to twelve (12) months of Executiveone times Employee’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each caseeffect, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty seventy (6070) days of the ExecutiveEmployee’s termination of employment, in substantially the form of Exhibit A C attached hereto, the execution and performance by Executive Employee of which is specifically a condition to Executive’s her receipt of any of the payments and benefits provided under this Section 10CParagraph 12C; provided that Executive Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive Paragraph 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive Employee (and Executive’s her dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10CParagraph 12C, any payments due under this Section 10C Paragraph 12C shall commence within seventy (70) days of Executive’s Employee's termination of employment, provided that if such seventy (70)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to ExecutiveEmployee’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty seventy (6070) days of the ExecutiveEmployee’s termination of employment, Executive Employee shall be entitled to the immediate vesting pro-rated amount of all outstanding equity awards then held any unpaid bonus for the calendar year in which her termination of employment occurs, if earned pursuant to the terms thereof and at such time and in such manner as determined by Executivethe Board (or a committee thereof) in its sole discretion (but consistent with other bonuses determined by the Board) pursuant to the terms thereof, less any payments thereof already made during such year. The payments and benefits described in this Section 10C Paragraph 12C are in lieu of, and not in addition to, the payments and benefits described in Section 10BParagraph 12B, it being understood by Executive Employee that he she shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates ExecutiveEmployee’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive Employee terminates Executive’s his employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive Employee shall be entitled to receivereceive (i) his accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, in addition to policies and arrangements for the amounts due under Section 10Aperiod preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal to twelve (12) months of Executiveone time Employee’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each caseeffect, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, in substantially the form of Exhibit A C attached hereto, the execution and performance by Executive Employee of which is specifically a condition to Executive’s his receipt of any of the payments and benefits provided under this Section 10C12C; provided that Executive Employee shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive 12A. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive Employee (and Executive’s his dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10C12C, any payments due under this Section 10C 12C shall commence within seventy sixty (7060) days of Executive’s Employee's termination of employment, provided that if such seventy sixty (70)-day 60)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to ExecutiveEmployee’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, Executive Employee shall be entitled to the immediate vesting pro-rated amount of all outstanding equity awards then held any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant to the terms thereof (except for the provision of remaining an employee through the date of payment thereof) and and paid after the end of such calendar year but on or before March 15 of the following calendar year and in such manner as determined by Executivethe Board (or a committee thereof) in its sole discretion pursuant to the terms thereof. The payments and benefits described in this Section 10C 12C are in lieu of, and not in addition to, the payments and benefits described in Section 10B12B, it being understood by Executive Employee that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates ExecutiveEmployee’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive Employee terminates Executive’s his employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive Employee shall be entitled to receivereceive (i) his accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, in addition to policies and arrangements for the amounts due under Section 10Aperiod preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal to twelve (12) months of Executiveone times Employee’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each caseeffect, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, in substantially the form of Exhibit A C attached hereto, the execution and performance by Executive Employee of which is specifically a condition to Executive’s his receipt of any of the payments and benefits provided under this Section 10C; provided that Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive Paragraph 12C. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive Employee (and Executive’s his dependents, as applicable) at the same rate it pays for that exceed what Employee would have paid as an active employees employee for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10CParagraph 12C, any payments due under this Section 10C Paragraph 12C shall commence within seventy sixty (7060) days of ExecutiveEmployee’s termination of employment, provided that if such seventy sixty (70)-day 60)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to ExecutiveEmployee’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, Executive Employee shall be entitled to the immediate vesting pro-rated amount of all outstanding equity awards then held any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant to the terms thereof (except for the provision of remaining an employee through the date of payment thereof) and at such time and in such manner as determined by Executivethe Board (or a committee thereof) in its sole discretion pursuant to the terms thereof, provided such bonus shall be paid no later than as soon as reasonably practicable after the earlier of the filing of the Company’s Annual Report on Form 10-K with the SEC and December 31 of the calendar year immediately following the calendar year in which the bonus is being measured. The payments and benefits described in this Section 10C Paragraph 12C are in lieu of, and not in addition to, the payments and benefits described in Section 10BParagraph 12B, it being understood by Executive Employee that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates Executive’s employment without Cause in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive terminates Executive’s employment for Good Reason (defined below) within twelve (12) months after a Change in Control, Executive shall be entitled to receive, in addition to the amounts due under Section 10A, a lump-sum payment equal to twelve (12) months of Executive’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each case, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, in substantially the form of Exhibit A attached hereto, the execution and performance by Executive of which is specifically a condition to Executive’s receipt of any of the payments and benefits provided under this Section 10C; provided that Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive (and Executive’s dependents, as applicable) at the same rate it pays for active employees for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10C, any payments due under this Section 10C shall commence within seventy (70) days of Executive’s termination of employment, provided that if such seventy (70)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to Executive’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the Executive’s termination of employment, Executive shall be entitled to the immediate vesting of all outstanding equity awards then held by Executive. The payments and benefits described in this Section 10C are in lieu of, and not in addition to, the payments and benefits described in Section 10B, it being understood by Executive that he Executive shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon the Company and Executive.

Termination Upon a Change in Control. If the Company or any successor in interest to the Company terminates ExecutiveEmployee’s employment without Cause after July 2, 2023 and in connection with or within twelve (12) months after a Change in Control (defined below) or if Executive Employee terminates Executive’s his employment for Good Reason (defined below) after July 2, 2023 and within twelve (12) months after a Change in Control, Executive Employee shall be entitled to receivereceive (i) his accrued but unpaid Base Salary and other benefits earned under any Company-provided plans, in addition to policies and arrangements for the amounts due under Section 10Aperiod preceding the effective date of the termination of employment, and (ii) a lump-sum payment equal to twelve (12) months of Executiveone times Employee’s Base Salary, as then in effect or as in effect immediately prior to a material reduction of Executive’s Base Salary which was the reason Executive resigned for Good Reason, plus a lump-sum payment equal to a pro rata portion of Executive’s target annual bonus for the year in which the date of termination occurs (based on the date of termination), in each caseeffect, less all tax withholdings and other applicable deductions the Company reasonably determines are required to be made, payable on the first regular payroll date after the effective date of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, in substantially the form of Exhibit A C attached hereto, the execution and performance by Executive Employee of which is specifically a condition to Executive’s his receipt of any of the payments and benefits provided under this Section 10C; provided that Executive shall not be required to execute a release of any claims arising from the Company’s failure to comply with its obligations under Section 10A. Subject to Executive’s execution and non-revocation of the Separation Agreement and Release, if Executive Paragraph 12C. If Employee timely and effectively elects continuation coverage under the Company’s group health plan pursuant to COBRA or similar state law, the Company will pay or reimburse the premiums for such coverage of Executive Employee (and Executive’s his dependents, as applicable) at the same rate it pays for that exceed what Employee would have paid as an active employees employee for a period for twelve (12) months from the date of termination of employment; provided that the Company’s obligation to make such payments shall immediately expire if Executive Employee ceases to be eligible for continuation coverage under COBRA or similar state law or otherwise terminates such coverage. Notwithstanding the previous provisions of this Section 10CParagraph 12C, any payments due under this Section 10C Paragraph 12C shall commence within seventy sixty (7060) days of ExecutiveEmployee’s termination of employment, provided that if such seventy sixty (70)-day 60)-day period spans two calendar years, payments shall commence in the latter calendar year. In addition to the foregoing and subject to ExecutiveEmployee’s timely execution of a Separation Agreement and Release that has been executed and not revoked within any applicable rescission period that has expired within sixty (60) days of the ExecutiveEmployee’s termination of employment, Executive Employee shall be entitled to the immediate vesting pro-rated amount of all outstanding equity awards then held any unpaid bonus for the calendar year in which his termination of employment occurs, if earned pursuant to the terms thereof (except for the provision of remaining an employee through the date of payment thereof) and at such time and in such manner as determined by Executivethe Board (or a committee thereof) in its sole discretion pursuant to the terms thereof, provided such bonus shall be paid no later than as soon as reasonably practicable after the earlier of the filing of the Company’s Annual Report on Form 10-K with the SEC and December 31 of the calendar year immediately following the calendar year in which the bonus is being measured. The payments and benefits described in this Section 10C Paragraph 12C are in lieu of, and not in addition to, the payments and benefits described in Section 10BParagraph 12B, it being understood by Executive Employee that he shall be paid and receive only one set of severance payments and benefits. Notwithstanding any other provisions of this Agreement, if any “payments” (including, without limitation, any benefits or transfers of property or the acceleration of the vesting of any benefits) in the nature of compensation under any arrangement that This Paragraph 12C is considered contingent on a “change in control” for purposes of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), together with any other payments that Executive inapplicable and has the right to receive from the Company or any corporation that is a member of an “affiliated group” (as defined in Section 1504(a) of the Code without regard to Section 1504(b) of the Code) of which the Company is a member, would constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Code), such “payments” may, at Executive’s sole election, be reduced to the largest amount as will result in no portion of such “payments” being subject to the excise tax imposed by Section 4999 of the Code. Any reduction of the payments shall be made in the following order: (1) options with an exercise price above the fair market value of the stock, provided the options give rise to a payment; (2) pro rata among amounts that constitute deferred compensation under Code Section 409A; and (3) reduction of any remaining payments in the manner determined at the discretion of Executive. The accounting firm engaged by the Company for general audit purposes as of the day effect prior to the effective date of the change in control shall perform the foregoing calculations. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm shall provide its calculations to the Company and Executive within sixty (60) calendar days after the date on which Executive’s right to a payment is triggered and the payment will be paid to Executive within seventy-four (74) calendar days of the date on which Executive’s right to a payment is triggered. Any good faith determinations of the accounting firm made hereunder shall be finalJuly 2, binding and conclusive upon the Company and Executive2023.