Common use of Certain Additional Payments by the Company Clause in Contracts

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distributionaward, acceleration benefit or distribution by the Company (or any of vesting its affiliated entities) or other by any entity which effectuates a Change of Control (or any of its affiliated entities) to or for the benefit which of the Executive receives or becomes entitled to receive, whether alone or in combination, and (whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)corresponding provisions of state or local tax laws, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. The payment of a Gross-Up Payment under this Section 9(a) shall not be conditioned upon the Executive's termination of employment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event If it shall be is determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, stock appreciation right or similar right, or the Company lapse or termination of any restriction on or the vesting or exercisability of any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the "Payments"a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the "“Excise Tax"”), then the Executive shall will be entitled to receive an additional payment or payments (a "“Gross-Up Payment"”) in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be is determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, stock appreciation right or similar right, or the Company lapse or termination of any restriction on or the vesting or exercisability of any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the a "PaymentsPayment")) , would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)provision thereto) by reason of being "contingent on a change in ownership or control" of the Company, within the meaning of Section 28OG of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the "Excise Tax")) , then the Executive shall be entitled to receive an additional payment or payments (a "Gross-Up Payment") in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Gross Up Payment. Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by or on behalf of vesting the Company to or other for the benefit which the Executive receives of Employee as a result of a Change In Control (as defined in Section 7.2) (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 6.2 (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionthe "Code"), or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined (as hereafter provided) that any payment, distribution, acceleration of vesting payment (or other benefit which provided) by the Executive receives Company to or becomes entitled to receivefor Executive’s benefit, whether alone paid or in combination, and whether payable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the "Payments"a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)thereto) of the Code, or and any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment or payments (collectively, a "“Gross-Up Payment"”), including without limitation any Gross-Up Payment made with respect to the Excise Tax, if any, attributable to (i) any incentive stock option, as defined by Section 422 of the Code (“ISO”), or (ii) any stock appreciation or similar right, whether or not limited, granted in tandem with any ISO. The Gross-Up Payment shall be in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including Excise Tax, plus any interest or additional taxes, penalties imposed with respect to such taxes) includingand interest, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the further Excise Tax Taxes imposed upon the Gross-Up Payment, the Executive retains retain, after payment of all such taxes and Excise Taxes, an amount of the Gross-Up Payment equal to the Payment that Executive would have received if no Excise Tax Taxes had been imposed on upon the PaymentsPayment and no additional taxes, penalties, and interest or further Excise Taxes had been imposed upon the Gross-Up Payment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which the Executive receives or becomes entitled to receiveof Executive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreement, plan such payments or arrangement with the Company distributions being individually referred to herein as a "Payment," and any two or any more of its affiliates such payments or any of their respective successors or assigns, but determined without regard distributions being referred to any additional payments required under this Section 9 (collectively, the herein as "Payments"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax "Code") (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment or payments (individually referred to herein as a "Gross-Up Payment" and any two or more of such additional payments being referred to herein as "Gross-Up Payments") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 4.10(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Employment Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Employment Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 6) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in if any payments or distributions by the event it shall be determined that any payment, distribution, acceleration Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the "Payments"), would be subject to ) trigger application of the excise tax imposed by Section 4999 of the Code (Code, or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax Code provision (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), or any interest or penalties are incurred by Executive with respect to Excise Tax on such amount, then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and any Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments, it being the intent of this section that the Executive shall be held harmless from all Excise Tax and interest and penalties on Excise Tax.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any paymentpayment or distribution by the Company, distributionany Person whose actions result in a Change of Control or any affiliate of the Company or such Person, acceleration to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock options, stock appreciation right or similar right, or the Company lapse or termination of any restriction on the vesting or exercisability of any of its affiliates or any of their respective successors or assignsthe foregoing, but determined without regard to any additional payments required under this Section 9 5) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties that are incurred by the Executive with respect to such excise tax or taxes (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter referred collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment or payments (a collectively, "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.

Certain Additional Payments by the Company. (a1) Anything in this Agreement to the contrary notwithstanding, in the event that you become entitled to severance benefits under this Section 6 hereof, the Deferred Compensation Plan, the SERP or otherwise, and it shall be determined that any payment, distribution, acceleration of vesting payment or other benefit which distribution by the Executive receives Company to you or becomes entitled to receivefor your benefit, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectivelyAgreement, the Deferred Compensation Plan, the SERP or otherwise (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive you shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive you of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by, distributionor benefit from, acceleration the Company or any of vesting its Affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreementsuch payments, plan distributions or arrangement with the Company benefits being individually referred to herein as a "Payment," and any two or any more of its affiliates such payments, distributions or any of their respective successors or assigns, but determined without regard benefits being referred to any additional payments required under this Section 9 (collectively, the herein as "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment or payments (individually referred to herein as a "Gross-Up Payment" and any two or more of such additional payments being referred to herein as "Gross-Up Payments") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, waiver of Company rights, acceleration of vesting of any stock options or restricted stock, or any other payment or benefit in the nature of compensation to or for the benefit of the Executive, alone or in combination (whether such payment, distribution, waiver, acceleration or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether is made pursuant to the terms of this Agreement or any other agreement, plan or arrangement with providing payments or benefits in the Company nature of compensation to or any for the benefit of its affiliates or any of their respective successors or assignsthe Executive, but determined without regard to any additional payments required under this Section 9 8A) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), ) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) No payments made pursuant to this Agreement are contingent upon a change in control as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the "Code"). Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company of the date of vesting or payment or rate of payment under any other agreementplan, plan program or arrangement with of the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all income and excise taxes with respect to the Gross-Up Payment (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 (ii) the specifically including any Excise Tax imposed upon on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the PaymentsPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided (including, without limitation, the acceleration of any payment, distribution, distribution or benefit and the acceleration of vesting exercisability of any stock option or other stock appreciation right), by the Company to or for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 6) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), similar excise tax) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to (including any Excise Tax, income tax or payroll tax) imposed upon the Gross-Up Payment (including and 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 (ii) the Executive retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event if it shall will be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 15) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall will be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments; provided, that the aggregate of all Gross-Up Payments will not exceed $4,000,000.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementplan, plan arrangement or arrangement agreement with the Company, any person whose actions result in a Change in Control or any Person affiliated with the Company or any of its affiliates or any of their respective successors or assignssuch Person, but determined without regard to any additional payments required under this Section 9 5.6.4(c) (collectively, the "Payments"a “Payment”), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, notwithstanding in the event it shall be determined that any paymentpayment or distribution by, distributionor benefit from, acceleration the Company or any of vesting its Affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreementsuch payments, plan distributions or arrangement with the Company benefits being individually referred to herein as a “Payment,” and any two or any more of its affiliates such payments, distributions or any of their respective successors or assigns, but determined without regard benefits being referred to any additional payments required under this Section 9 (collectively, the "herein as “Payments"”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment or payments (individually referred to herein as a "“Gross-Up Payment"” and any two or more of such additional payments being referred to herein as “Gross-Up Payments”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in In the event that this Agreement to the contrary notwithstanding, in the event becomes operative and it shall be is determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which the Executive receives or becomes entitled to receiveof Executive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, stock appreciation right or similar right, or the Company lapse or termination of any restriction on or the vesting or exercisability of any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionprovision thereto), or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the "Excise Tax"), then the Executive shall will be entitled to receive an additional payment or payments (a "Gross-Up Payment") in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, stock appreciation right or similar right, or the Company lapse or termination of any restriction on or the vesting or exercisability of any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the "Payments"individually and collectively a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provisionprovision thereto) by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment or payments (individually and collectively, a "“Gross-Up Payment") ”). The Gross-Up Payment shall be in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting payment or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with distribution by the Company or any of its affiliates or any (as that term is defined in the regulations promulgated under the Securities Exchange Act of their respective successors or assigns1934, but determined without regard to any additional payments required as amended) under this Section 9 Agreement to or for the benefit of Executive (collectively, the any such payments or distributions being individually referred to herein as a "PaymentsPAYMENT," and any two or more of such payments or distributions being referred to herein as "PAYMENTS"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "Excise TaxEXCISE TAX"), then the Executive shall be entitled to receive an additional payment or payments (individually referred to herein as a "GrossGROSS-Up PaymentUP PAYMENT" and any two or more of such additional payments being referred to herein as "GROSS-UP PAYMENTS") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 6(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 paragraph 5.7) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by the Company, distributionany individual or entity whose actions result in a Change of Control, acceleration or their respective subsidiaries or affiliates to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectively, the i) options to acquire shares of Company common stock and (ii) restricted shares of Company common stock (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") from the Company in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes, employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains retains, after taking into account the phase out of itemized deductions and personal exemptions attributable to such Gross-Up Payment, an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 14) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, and taking account of any withholding obligation on the part of the Company, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or otherwise or paid or payable as a result of any other agreement, plan prior or arrangement with future actions or change in effective control or ownership (within the Company or any meaning of its affiliates or any Section 280G of their respective successors or assignsthe Code), but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to and any benefits that result from the Gross-Up Payment deductibility by the Executive of such taxes (including including, in each case, 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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything If the Executive is entitled to receive payments and benefits under Section 3 hereof or vesting of equity awards under Section 4 hereof, anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or its affiliated companies to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 5) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, in the event it shall be determined that any paymentpayment or distribution made, distributionor benefit provided, acceleration by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 11) (collectively, the hereinafter a "PaymentsPayment"), ) would be subject to the excise tax imposed by under Section 4999 of the Code (or any successor provision), similar excise tax) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to (including any Excise Tax) imposed upon the Gross-Up Payment (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)to such taxes, and (ii) the Employee retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 7) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectivelyi) options to acquire shares of Group common stock, (ii) restricted shares of Group common stock, and (iii) the letter agreement entered into as of April 8, 2002 between the Executive and the Company with respect to supplemental retirement benefits, as amended (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectivelyi) options to acquire shares of Group common stock, the "Payments"and (ii) restricted shares of Group common stock (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that Section 10(c) above does not apply and any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement Agreement, any stock option, restricted stock agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 10(d)) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which the Executive receives or becomes entitled to receiveof Executive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreement, plan such payments or arrangement with the Company distributions being individually referred to herein as a "Payment," and any two or any more of its affiliates such payments or any of their respective successors or assigns, but determined without regard distributions being referred to any additional payments required under this Section 9 (collectively, the herein as "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "Excise Tax"), then the Executive shall be entitled to receive and the Company shall make an additional payment or payments (individually referred to herein as a "Gross-Up Payment," and any two or more of such additional payments being referred to herein as "Gross-Up Payments") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 4.11(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, and whether or not a Covered Termination of Employment occurs, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 7) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementcompensation plan, plan program or arrangement with including but not limited to the Company proceeds from the exercise of stock option grants the Executive is entitled to receive on the date of a Change of Control or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementplan, plan arrangement or arrangement agreement with the Company, any person whose actions result in a Change in Control or any Person affiliated with the Company or any of its affiliates or any of their respective successors or assignssuch Person, but determined without regard to any additional payments required under this Section 9 5.6.4(c) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any payment, distribution, acceleration of vesting payment or other benefit which the Executive receives received or becomes entitled to receive, be received by you (whether alone paid or in combination, and whether payable or distributed or distributable or provided pursuant to the terms of this Agreement letter agreement or any other agreementotherwise, plan including, without limitation, payments or arrangement with benefits arising from the Company or any acceleration of its affiliates or any of their respective successors or assigns, stock options and/or stock appreciation rights and the Success Bonus but determined without regard to any additional payments required under this Section 9 4) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code (or any successor provisionthe “Code”), taking into account all such payments to you as are required to be taken into account for purposes of the excise tax imposed by Section 4999, or in the event that any interest or penalties are incurred by the Executive you with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive you shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after the payment by the Executive you of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 11) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income or employment taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. In the event that Federal or state legislation is enacted by imposing additional excise or supplementary income taxes on amounts payable or benefits provided to the Executive (other than a mere change in marginal income tax rates), the Company agrees to review the Agreement with the Executive and to consider in good faith any changes hereto that may be required to preserve the full amount of all Payments and the economic purposes of the foregoing provisions of this Section 11. 12.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution in the nature of vesting compensation (within the meaning of Section 280G(b)(2) of the Code by the Company to or other for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration economic benefit or payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, but not limited to, any economic benefit received by the Employee by reason of the acceleration of rights under the various option, restricted stock and stock appreciation right plans of the Company, but excluding any other agreementeconomic benefit, plan which by the terms of the agreement or arrangement with other document providing for such economic benefit, is expressly excluded from inclusion in the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under economic benefits covered by this Section 9 9(a)) (collectively, the "Payments"a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Up-Payment"”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectivelyi) options to acquire shares of Group common stock, the and (ii) restricted shares of Group common stock (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by the Company to or for the benefit of the Employee, distribution, acceleration of vesting or other any benefit which provided by the Executive receives Company to the Employee (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable provided pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 4) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), ) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by, distributionor benefit from, acceleration the Company or any of vesting its Affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreementsuch payments, plan distributions or arrangement with the Company benefits being individually referred to herein as a “Payment,” and any two or any more of its affiliates such payments, distributions or any of their respective successors or assigns, but determined without regard benefits being referred to any additional payments required under this Section 9 (collectively, the "herein as “Payments"”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred to herein as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment or payments (individually referred to herein as a "“Gross-Up Payment"” and any two or more of such additional payments being referred to herein as “Gross-Up Payments”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Employment Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Employment Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 6) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the “Code”) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that the Executive's employment is terminated by the Company without Cause or by the Executive for Good Reason or the Company exercises its Buyout Option and it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 5) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)corresponding provisions of state or local tax laws, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, tax together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration benefit or distribution by Lazard Group or its affiliates to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 8) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 8 shall not be conditioned upon the Executive’s termination of employment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in In the event that it shall be is determined that any paymentpayment or distribution of any type to or for the benefit of the Employee made by the Company, distributionby any of its affiliates, acceleration by any person who acquires ownership or effective control or ownership of vesting a substantial portion of the Company's assets (within the meaning of section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the "Code")) or other benefit which the Executive receives or becomes entitled to receiveby any affiliate of such person, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the "Total Payments"), would be subject to the excise tax imposed by Section section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and or penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a an "Gross-Up Excise Tax Restoration Payment") in an amount such that after shall fund the payment by the Executive Employee of (i) any Excise Tax on the Total Payments as well as all income taxes with respect to imposed on the Gross-Up Excise Tax Restoration Payment, any Excise Tax imposed on the Excise Tax Restoration Payment (including and 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 (ii) on the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Restoration or any Excise Tax imposed on the PaymentsTax.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in In the event it shall be determined that any payment, distribution, acceleration investment or distribution by the Company to or for the benefit of vesting Xxxxxxx or other benefit which the Executive receives any entity controlled by Xxxxxxx (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or Agreement, the Consulting Agreement, any other agreement, plan or arrangement agreement executed in connection with the Company Merger Agreement, or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 1) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)corresponding provisions of state or local tax laws, or any interest or penalties are incurred by the Executive Xxxxxxx with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Xxxxxxx shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Xxxxxxx of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Xxxxxxx retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or its affiliates to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitations, any other agreementamounts payable pursuant to any plan, plan program, policy, practice, contract or arrangement with agreement of the Company or any of its affiliates or any of their respective successors or assignstype referred to in Section 7), but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up up Payment equal to the Excise Tax imposed on upon the Payments.. Notwithstanding the foregoing provision of this Section 9(a), if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the present value as of the date of the

Certain Additional Payments by the Company. (a) Anything in this Amended Agreement to the contrary notwithstanding, in the event it shall be determined at any time after the execution of this Amended Agreement that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Amended Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional Thomas Arington execution copy 0020924000 payments required under this Section 9 txxx Xxxxxxx 0) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or its equivalent or any successor provision), provision of the United States Internal Revenue Code (the "Code") or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to and any benefits that result from the Gross-Up Payment deductibility by the Employee of such taxes (including including, in each case, 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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, waiver of Company rights, acceleration of vesting of any stock options or restricted stock, or any other payment or benefit in the nature of compensation to or for the benefit of the Executive, alone or in combination (whether such payment, distribution, waiver, acceleration or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether is made pursuant to the terms of this Agreement or any other agreement, plan or arrangement with providing payments or benefits in the Company nature of compensation to or any for the benefit of its affiliates or any of their respective successors or assignsthe Executive, but determined without regard to any additional payments required under this Section 9 8A) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), ) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Chairman (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 Paragraph 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive Chairman with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Chairman shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Chairman of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Chairman retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this ------------------------------------------ Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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), employment taxes and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment (other than a payment of vesting Base Salary except for a payment of Base Salary made pursuant to Section 5 hereof) or other distribution by the Company or its affiliated companies to or for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, otherwise but determined without regard to any additional payments required under this Section 9 8) (collectively, the "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a the "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingand except as set forth in this Section 3, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 3) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax (including any interest or penalties imposed on with respect to such taxes) imposed upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, stock appreciation right or similar right, or the Company lapse or termination of any restriction on or the vesting or exercisability of any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the individually and collectively a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provisionprovision thereto) by reason of being considered "contingent on a change in ownership or control" of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment or payments (individually and collectively, a "Gross-Up Payment") ). The Gross-Up Payment shall be in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.. (b) Subject to the provisions of Section 8(c), all determinations required to be made under this Section 8, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by Ernst & Young (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within fifteen business

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any paymentpayment or distribution by the Company (whether by Enterra Corporation or Xxxxxxxxxxx or by any affiliate of, distributionor plan maintained by, acceleration either) to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement, the Merger Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 10) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or that any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.. Subject to the provisions of this Section 4.7, all determinations required to be made hereunder, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by Arthxx Xxxexxxx XXX or by another nationally recognized certified public accounting firm that is mutually selected by the Executive and the Company (the

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 10 (collectively, the "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectivelyi) options/warrants to acquire shares of Group common stock, (ii) restricted shares of Group common stock, and (iii) the participation agreement entered into as of December 26, 2003 between the Executive and the Company with respect to supplemental retirement benefits, as amended (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided (including, without limitation, the acceleration of any payment, distributiondistribution or benefit and the accelerated exercisability of any stock option), acceleration to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 19) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), similar excise tax) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive from the Company an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to (including any Excise Tax, income tax or employment tax and taking into account any lost or reduced tax deductions on account of such Gross-Up Payment) imposed upon the Gross-Up Payment (including and 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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of from the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementplan, plan arrangement or arrangement agreement with the Company, any person whose actions result in a Change in Control or any Person affiliated with the Company or any of its affiliates or any of their respective successors or assignssuch Person, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.. Back to Contents

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that this Agreement shall become operative and it shall be determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, stock appreciation right or similar right, or the Company lapse or termination of any restriction on or the vesting or exercisability of any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the individually and collectively a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code(or any successor provision thereto) by reason of being considered "contingent on a change in ownership or control" of the Company, within the meaning of Section 280G of the Code (or any successor provisionprovision thereto), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (or payments(individually and collectively, a "Gross-Up Payment") ). The Gross-Up Payment shall be in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by the Company to or for the benefit of the Employee, distribution, acceleration of vesting or other any benefit which provided by the Executive receives Company to the Employee (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable provided pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 4) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), ) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Employee shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the PaymentsPayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 12) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income or employment taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. In the event that Federal or state legislation is enacted by imposing additional excise or supplementary income taxes on amounts payable or benefits provided to the Executive (other than a mere change in marginal income tax rates), the Company agrees to review the Agreement with the Executive and to consider in good faith any changes hereto that may be required to preserve the full amount of all Payments and the economic purposes of the foregoing provisions of this Section 12.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment or distribution made, or benefit provided (including, without limitation, the acceleration of any payment, distributiondistribution or benefit), acceleration by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 4.04) (collectively, the a "PaymentsPayment"), ) would be subject to the ------- excise tax imposed by Section 4999 of the Code (or any successor provision), similar excise tax) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee ---------- shall be entitled to receive an additional payment (a "Gross-Up Payment") in an ---------------- amount such that after payment by the Executive Employee of (i) all taxes with respect to (including any Excise Tax) imposed upon the Gross-Up Payment (including and 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 (ii) the Employee retains from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9, including, but not limited to, any amounts in respect of (collectively, the "Payments"i) options to acquire shares of Group common stock and (ii) restricted shares of Group common stock) (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), provision thereto) of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the upon Payments.

Certain Additional Payments by the Company. (a1) Anything in In the event that this Agreement to the contrary notwithstanding, in the event becomes operative and it shall be is determined (as hereafter provided) that any payment, distribution, acceleration payment or distribution by the Company or any of vesting its affiliates to or other for the benefit which the Executive receives or becomes entitled to receiveof Executive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, plan policy, plan, program or arrangement with arrangement, including without limitation any stock option, stock appreciation right or similar right, or the Company lapse or termination of any restriction on or the vesting or exercisability of any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 the foregoing (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionprovision thereto), or to any similar tax imposed by state or local law, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the "Excise Tax"), then the Executive shall will be entitled to receive an additional payment or payments (a "Gross-Up Payment") in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Executive (other than a payment or other benefit distribution made in respect of any program in which the Executive receives participated prior to the Change in Control, while employed by Constellation Energy Group, Inc. or becomes entitled to receivean Affiliate, regardless whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or any other agreementotherwise, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but and determined without regard to any additional payments required under this Section 9 6) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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), thereon) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by, distributionor benefit from, acceleration the Company or any of vesting its Affiliates to or other for the benefit which of the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (any other agreementsuch payments, plan distributions or arrangement with the Company benefits being individually referred to herein as a "Payment," and any two or any more of its affiliates such payments, distributions or any of their respective successors or assigns, but determined without regard benefits being referred to any additional payments required under this Section 9 (collectively, the herein as "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and thereon, any penalties, are hereinafter additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment or payments (individually referred to herein as a "Gross-Up Payment" and any two or more of such additional payments being referred to herein as "Gross-Up Payments") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxesas defined in Section 11(k)) including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the such Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration economic benefit or payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveEmployee, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, but not limited to, any economic benefit received by the Employee by reason of the acceleration of rights under the various option, restricted stock and stock appreciation right plans of the Company, but excluding any other agreementeconomic benefit which by the terms of the agreement or other document providing for such economic benefit, plan or arrangement with is expressly excluded from inclusion in the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under economic benefits covered by this Section 9 9(a)) (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Up-Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a1) Anything in this Agreement to the contrary notwithstanding, in the event that you become entitled to severance benefits under this Section 6 hereof, the Deferred Compensation Plan, the SERP or otherwise, and it shall be determined that any payment, distribution, acceleration of vesting payment or other benefit which distribution by the Executive receives Company to you or becomes entitled to receivefor your benefit, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectivelyAgreement, the Deferred Compensation Plan, the SERP or otherwise (a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive you shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive you of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the including any Excise Tax Tax, imposed upon the Gross-Up Payment, the Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. Such Gross-Up Payment shall be made by the Company to you by the end of your taxable year next following the taxable year in which such taxes are remitted by you.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any paymentpayment or distribution by the Company, distributionWachovia, acceleration or their af or successors to or provision of vesting any benefit by the Company, Wachovia or other their affiliates or successors to or for the benefit which of the Executive receives Executive, including but not limited to as a result of the Merger, this Agreement, the Prior Agreement or becomes entitled to receive, any "Change of Control" as defined in the Prior Agreement (whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 8) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), statute) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Gross- Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Executive (other than a payment or other benefit distribution made in respect of any program in which the Executive receives participated while employed by Baltimore Gas and Electric Company, regardless whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreementotherwise, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but and determined without regard to any additional payments required under this Section 9 6) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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), thereon) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 4) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionthe "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to and any benefits that result from the Gross-Up Payment deductibility by the Executive of such taxes (including including, in each case, 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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by the Company to or for the benefit of the Executive, distribution, acceleration of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or otherwise, in connection with a transaction occurring after the Effective Date (and specifically excluding the transactions contemplated by the Merger Agreement and any other agreement, plan payment or arrangement distribution to the Executive in connection with the Company or any of its affiliates or any of their respective successors or assigns, Merger) (but determined without regard to any additional payments required under this Section 9 8) (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended and the rules, regulations and interpretations thereunder (or any successor provisionthe "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in if any payments or distributions by the event it shall be determined that any payment, distribution, acceleration Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the "Payments"), would be subject to ) trigger application of the excise tax imposed by Section 4999 of the Code (Code, or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax Code provision (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), or any interest or penalties are incurred by Executive with respect to Excise Tax on such amount, then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and any Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments, it being the intent of this section that the -11- Executive shall be held harmless from all Excise Tax and interest and penalties on Excise Tax.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or following a Change in combinationControl (including any such Change in Control under the Prior Agreement (as defined herein), and whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 8) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), statute) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, payment or distribution by Citizens or other benefits provided to Executive hereunder (including but not limited to acceleration of vesting of options, lapsing of restrictions on shares of restricted stock and medical, dental, hospitalization and health plan and insurance) to or other for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 12) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code United States Internal Revenue code of 1986, as amended (or any successor provisionthe "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all federal, state, and local taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Paymentspayment.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment or distribution by the Company (or any affiliate, distributionstockholder, acceleration or subsidiary thereof or any plan or program of vesting the Company or other benefit which any affiliate, stockholder, or subsidiary thereof) to the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 19) (collectively, a "Payment") is subject or will cause the "Payments"), would Executive to be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision) (i.e., while the Executive is considered a "disqualified individual" as such term is defined in Section 280G of the Code and the regulations promulgated thereunder), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Company shall pay to the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax Taxes imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything Notwithstanding any provision in this Agreement to the contrary notwithstandingand except as set forth below, in the event if it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under pursuant to this Section 9 Paragraph 7) (collectively, the a "PaymentsPAYMENT"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), other taxing provision to which the Executive may be subject having a similar effect) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise or other similar tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise TaxEXCISE TAX"), then the Executive shall be entitled to receive an additional payment (a "GrossGROSS-Up PaymentUP PAYMENT") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including), without limitation, including any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.upon the

Certain Additional Payments by the Company. (a) a. Anything in this Agreement to the contrary notwithstanding, and whether or not a Covered Termination of Employment occurs, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 7) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon on the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment (other than a payment of Base Salary, distribution, acceleration except a payment of vesting Base Salary pursuant to Section 5 hereof) or other distribution by the Company or its affiliated companies to or for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, otherwise but determined without regard to any additional payments required under this Section 9 8) (collectively, the "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a the "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receive, whether alone or in combination, and whether pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but (determined without regard to any additional payments required under this Section 9 (collectively, the "Payments"9)(a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Executive Company shall be entitled to receive make an additional payment with respect to such Excise Tax (a "“Gross-Up Payment"”) to the Executive in an amount such that that, after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments; provided, however, that if the amount of the Payment subject to the Excise Tax exceeds the amount of the Severance Payment specified under Section 6(d)(i)(B), the Gross-Up Payment shall be reduced to an amount equal to the amount calculated pursuant to the above provisions as if the Payment subject to the Excise Tax were equal to the amount of the Severance Payment specified under Section 6(d)(i)(B).

Certain Additional Payments by the Company. (ai) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit the Executive by reason of a Change in Control with respect to which the Executive receives Change in Control Date is on or becomes entitled to receivebefore May 31, 1998 (whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 4.5(f) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provisionthe "Code"), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be is determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives or becomes entitled to receiveExecutive, whether alone paid or in combination, and whether payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, including, by example and not by way of limitation, acceleration by the Company of the date of vesting or payment or rate of payment under any other agreementplan, plan program or arrangement with of the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 (collectively, the a "PaymentsPayment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment." For purposes of this Agreement, a ") in Gross-Up Payment" shall be calculated as an amount equal to the Executive's liability for such excise tax(es) and any income tax(es) attributable to such excise tax liability (including any interest or penalty thereon) so that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 theretopenalties), and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an has not suffered any adverse economic consequence due to the imposition of such excise tax(es) and income tax(es) thereon. The amount of the Gross-Gross Up Payment equal to which the Excise Tax imposed on Executive is entitled under this Section shall be determined by the Paymentsaccounting firm retained by the Company.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in if any payments or distributions by the event it shall be determined that any payment, distribution, acceleration Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the "Payments"), would be subject to ) trigger application of the excise tax imposed by Section 4999 of the Code (Code, or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax Code provision (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), or any interest or penalties are incurred by Executive with respect to Excise Tax on such amount, then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and any Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments, it being the intent of this section that the Executive -11- shall be held harmless from all Excise Tax and interest and penalties on Excise Tax.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 6.2) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments; provided, however, that the total amount of the Gross-Up Payment made by the Company under this provision shall not exceed $1,000,000; and provided further, that no Gross-Up Payment shall be made by the Company to the Executive with regard to any payments or benefits provided to the Executive pursuant to the provision of Section 6.1(d) hereof.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company or its affiliated companies to or for the benefit of vesting Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 4) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)Code, or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Company shall be entitled pay to receive Employee an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (aA) Gross-Up Payment. Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event if it shall be determined that any paymentamount paid, distribution, acceleration of vesting distributed or other treated as paid or distributed by the Company to or for Executive's benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 9) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all federal, state and local taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on the Payments.,

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in if any payments or distributions by the event it shall be determined that any payment, distribution, acceleration Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, but determined without regard to any additional payments required under this Section 9 otherwise (collectively, the "Payments"), would be subject to ) trigger application of the excise tax imposed by Section 4999 of the Code (Code, or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax Code provision (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), or any interest or penalties are incurred by Executive with respect to Excise Tax on such amount, then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including, without limitation, any income and employment taxes (and any interest and penalties imposed with respect thereto)) and any Excise Tax, and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax -11- imposed on upon the Payments, it being the intent of this section that the Executive shall be held harmless from all Excise Tax and interest and penalties on Excise Tax.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Employee (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 8) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the United States Internal Revenue Code (or any successor provision), the "Code") or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Employee shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive Employee of (i) all taxes with respect to and any benefits that result from the Gross-Up Payment deductibility by the Employee of such taxes (including including, in each case, 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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting or other benefit which the Executive receives or If Employee becomes entitled to receive, whether alone any payments or in combination, and benefits whether pursuant to the terms of this Agreement or any other agreementplan, plan arrangement or arrangement agreement with the Company, any successor to the Company or to all or a part of the business or assets of the Company (whether direct or indirect, by purchase, merger, consolidation, spin off, or otherwise and regardless of whether such payment is made by or on behalf of the Company or such successor) or any person whose actions result in a change in control or any person affiliated with the Company or any of its affiliates or any of their respective successors or assignssuch persons (in the aggregate, but determined without regard to any additional payments required under this Section 9 (collectively, the "Payments" or singularly, "), would Payment") which are determined to be subject to the excise tax imposed by Section 4999 or any successor provision of the Code (or any successor provision)similar state or local tax, or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Company shall be entitled to receive pay Employee as soon as practical an additional payment amount (a "Gross-Up Payment") in an amount such that the net amount retained by Employee, after deduction or payment by the Executive of (i) all taxes with respect to any Excise Tax on Payments, (ii) any federal, state and local income tax and Excise Tax upon the Gross-Up Payment payment provided for by this Section, and (including iii) any interest or penalties imposed with respect to such taxes) including, without limitation, any income taxes (and any additional interest and penalties imposed with respect thereto), and (ii) because the Excise Tax imposed upon is not paid when due shall be equal to the Gross-Up Payment, the Executive retains an full amount of the Gross-Up Payment equal to Payments. This Section 14 shall have an amount payable by the Excise Tax imposed on the PaymentsCompany of no more than $25,000.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 12) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income or employment taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments. In the event that Federal or state legislation is enacted by imposing additional excise or supplementary income taxes on amounts payable or benefits provided to the Executive (other than a mere change in marginal income tax rates), the Company agrees to review the Agreement with the Executive and to consider in good faith any changes hereto that may be required to preserve the full amount of all Payments and the economic purposes of the foregoing provisions of this Section 12. 13.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 6.2) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments; provided, however, that the total amount of the Gross-Up Payment made by the Company under this provision shall not exceed $1,000,000; and provided further, that no Gross-Up Payment shall be made by the Company to the Executive with regard to any payments or benefits provided to the Executive pursuant to the provisions of Section 6.1(d) hereof.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, acceleration of vesting payment or distribution or other benefit which or compensation provided by the Company or Regions or any affiliated companies to or for the benefit of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 8) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to to, such taxes) ), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything Although this Agreement is not being entered into in connection with or contingent upon a change of control of the Company, anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, in the event it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting or other benefit which the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 7) (collectively, the a "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) including), including without limitation, any income taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.. Notwithstanding the foregoing provisions of this Section 7(a), if it shall be determined that the

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any paymentpayment (other than a payment of Base Salary, distribution, acceleration except for a payment of vesting Base Salary made pursuant to Section 5 hereof) or other distribution by the Company or its affiliated companies to or for the benefit which of the Executive receives (whether paid or becomes entitled to receive, whether alone payable or in combination, and whether distributed or distributable pursuant to the terms of this Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assigns, otherwise but determined without regard to any additional payments required under this Section 9 8) (collectively, the "PaymentsPayment"), ) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision)Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a the "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (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 (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything in this Agreement to the contrary notwithstanding, in the event if it shall be determined by the IRS or a court in a final resolution that under applicable law is not subject to further appeal, review or modification that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting the Executive (which is paid or distributed to the Executive for consulting or other benefit which personal services provided by the Executive receives to the Company following a Change in Control) is contingent on a change in the ownership or becomes entitled to receiveeffective control of the Company, whether alone or in combinationthe ownership of a substantial portion of the assets of the Company (within the meaning of Section 280G(b)(2) of the Code), and whether pursuant to if such determination has the terms effect of causing any payment received by the Executive under this Agreement or any other agreement, plan or arrangement with program of the Company (including the consulting or any of its affiliates or any of their respective successors or assigns, but determined without regard personal services agreement) to any additional payments required under this Section 9 (collectively, the "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code Code, (or any successor provision)collectively, such payments are referred to as the "Payments") or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the Executive of (i) all taxes with respect to imposed on the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) Payment, including, without limitation, any federal, state or local income or wage taxes (and any interest and penalties imposed with respect thereto), ) and (ii) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed on upon the Payments.

Certain Additional Payments by the Company. (a) Anything Notwithstanding anything in this Employment Agreement to the contrary notwithstandingcontrary, in the event if it shall be determined that any payment, distribution, acceleration payment or distribution by the Company to or for the benefit of vesting Executive (whether paid or other benefit which the Executive receives payable or becomes entitled to receive, whether alone distributed or in combination, and whether distributable pursuant to the terms of this Employment Agreement or any other agreement, plan or arrangement with the Company or any of its affiliates or any of their respective successors or assignsotherwise, but determined without regard to any additional payments required under this Section 9 Paragraph 12) (collectively, the "Payments"), a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any successor provision), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Excise Tax"”), then the Company shall pay to Executive shall be entitled to receive an additional payment (a "“Gross-Up Payment"”) in an amount such that after payment by the Executive of (i) all taxes with respect to the Gross-Up Payment (including any interest or penalties imposed with respect to such taxes) ), including, without limitation, any income taxes taxes, and Excise Tax (and any interest and penalties imposed with respect thereto), and (iithereon) the Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the amount of the Excise Tax imposed on upon the Payments. For purposes of this Paragraph 12, any additional tax under Section 409A(a)(1)(B)(i) shall not be taken into account for purposes of determining the amount of any payment due to or on behalf of Executive.