Common use of Determination Clause in Contracts

Determination. Subject to the provisions of paragraph 4.5.2 all determinations required to be made under this paragraph 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required (an “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

Determination. Subject to the provisions of paragraph 4.5.2 Section 6(a), all determinations required to be made under this paragraph 4.5 (Section 6, including whether and when a Gross-Up Reimbursement Payment is required, the amount of such Gross-Up Payment Reimbursement Payment, the amount of any Option Redetermination (as defined below), the reduction of the Payments to the Safe Harbor Cap and the assumptions to be utilized) will utilized in arriving at such determinations, shall be made by a nationally recognized certified public accounting firm designated that is retained by the Executive Company as of the date immediately prior to the Change in Control (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is reasonably requested by the CompanyCompany (collectively, the “Determination”). In For the avoidance of doubt, the Accounting Firm may use the Option Redetermination amount in determining the reduction of the Payments to the Safe Harbor Cap. Notwithstanding the foregoing, in the event that the Board shall determine prior to the Change in Control that (i) the Accounting Firm is precluded from performing such services under applicable auditor independence rules or (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group person(s) effecting a the Change of Control (as hereinafter defined)in Control, the Executive will be entitled to Board shall appoint another nationally recognized public accounting firm to make the determinations required under this paragraph hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by , and the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination shall enter into any agreement reasonably requested by the Accounting Firm in connection with the performance of the services hereunder. The Reimbursement Payment under this Section 6 with respect to any Payments shall be made no later than thirty (30) days following such Payment. If the Accounting Firm determines that no Excise Tax is payable by a Executive, it shall furnish the Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. In the event that the Accounting Firm determines that the Payments shall be reduced to the Safe Harbor Cap, it shall furnish the Executive with a written opinion to such effect. The Determination by the Accounting Firm shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmDetermination, the Gross-Up Payment it is possible that Reimbursement Payments which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) or Reimbursement Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant amount of the Reimbursement Payment is less than the amount necessary to paragraph 4.5.2 below and reimburse the Executive thereafter is required to make a payment of any for the Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of the Executive. In the event that the amount of the Reimbursement Payment exceeds the amount necessary to reimburse the Executive for the Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Executive (to the extent the Executive has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company. The Executive shall cooperate, to the extent his or her expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax. In the event that the Company makes a Reimbursement Payment to the Executive and subsequently the Company determines that the value of any accelerated vesting of stock options held by the Executive shall be redetermined within the context of Treasury Regulations Section 1.280G-1 Q/A 33 (the “Option Redetermination”), the Executive shall file with the Internal Revenue Service an amended federal income tax return that claims a refund of the overpayment of the Excise Tax attributable to such Option Redetermination and (ii) promptly pay the refunded Excise Tax to the Company; provided that the Company shall pay all reasonable professional fees incurred in the preparation of the Executive’s amended federal income tax return. If the Option Redetermination occurs in the same year that the Reimbursement Payment is included in the Executive’s taxable income, then in addition to returning the refund to the Company, the Executive will also promptly return to the Company any tax benefit realized by the return of such refund and the return of the additional tax benefit payment (all determinations pursuant to this sentence shall be made by the Accounting Firm). In the event that amounts payable to the Executive under this Agreement were reduced pursuant to the second paragraph of Section 6(a) and subsequently the Executive determines there has been an Option Redetermination that reduces the value of the Payments attributable to such options, the Company shall promptly pay to the Executive any amounts payable under this Agreement that were not previously paid solely as a result of the second paragraph of Section 6(a) up to the Safe Harbor Cap.

Determination. Subject Any determination that Total Payments to the Executive must be reduced or eliminated in accordance with the forgoing provisions of paragraph 4.5.2 all determinations required to be made under this paragraph 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment Section 6 and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm designated or consulting firm with experience in such matters selected by the Executive Company (the “"Accounting Firm”"). The Accounting Firm will , which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after the receipt of notice from the Executive that there has been a Payment, or date such earlier time as calculation is reasonably requested by the CompanyCompany or the Executive. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a the Change of Control (as hereinafter defined)in Control, the Executive will be entitled to shall appoint another nationally recognized accounting or consulting firm with experience in such matters to make the determinations required under this paragraph hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by the Company If a reduction or elimination of Total Payments to the Executive within five (5) days of in accordance with the receipt of foregoing is necessary based on the Accounting Firm’s 's determination, the Accounting Firm shall furnish the Executive with a written opinion that failure to limit the amount of the Total Payments would result in the imposition of a tax under Section 4999 of the Code. Any determination by the Accounting Firm will shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, it is possible that Total Payments to the Gross-Up Payment Executive which will not have been made by the Company may be less than actually required should have been made (an “"Underpayment”) consistent with the calculations required to be made hereunder"). In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the The Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. In the event that any Total Payment made to the Executive shall be determined by the Accounting Firm to result in the imposition of any tax under Section 4999 of the Code, the Executive shall promptly repay the amount of such excess to the Company together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

Determination. Subject to the provisions of paragraph Section 4.5.2 all determinations required to be made under this paragraph Section 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayment of excise tax, interest and/or penalties on the Parachute, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph Section (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph Section 4.5 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination, but no later than the last day of the year after the year in which the Executive remits the underlying taxes, penalties, and interest. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required (an “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph Section 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. Any Underpayment will be reimbursed, to the extent possible, in the same calendar year in which it occurred, but in no event later than the end of the calendar year after the year in which the Executive remits the underlying taxes.

Determination. Subject to the provisions of paragraph 4.5.2 11(c), all determinations required to be made under this paragraph 4.5 11 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive Company (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined)Control, the Executive will be entitled to appoint another nationally recognized accounting firm reasonably acceptable to the Company to make the determinations determination required under this paragraph 11 (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 11 will be paid by the Company to the Executive within five (5) days of after the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required (an the “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 11(c) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

Determination. Subject to the provisions of paragraph 4.5.2 all All determinations required to be made under this paragraph 4.5 (Section 5, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment Payment, the amount of any Option Redetermination (as defined below) and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized the Company’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the Executive Company (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules, (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group person(s) effecting a the Change of Control (as hereinafter defined)in Control, the Executive will be entitled to Board shall appoint another nationally recognized public accounting firm to make the determinations required under this paragraph hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Section 5, shall be paid by the Company to the Executive within five ten (510) days of the later of (i) the due date for the payment of any Excise Tax and (ii) the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. In the event the amount of Gross-Up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Company. The Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination. Subject to the provisions of paragraph 4.5.2 Section 6(a), all determinations required to be made under this paragraph 4.5 (Section 6, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment Payment, the amount of any Option Redetermination (as defined below) and the assumptions to be utilized) will utilized in arriving at such determinations, shall be made by a nationally recognized certified the public accounting firm designated that is retained by the Executive Company as of the date immediately prior to the Change in Control (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is reasonably requested by the CompanyCompany (collectively, the “Determination”). In Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules, (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group person(s) effecting a the Change of Control (as hereinafter defined)in Control, the Executive will be entitled to Board shall appoint another nationally recognized public accounting firm to make the determinations required under this paragraph hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the CompanyCompany and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. Any The Gross-Up Payment required to be paid under this paragraph 4.5 will Section 6 with respect to any Payments shall be paid made no later than thirty (30) days following such Payment. If the Accounting Firm determines that no Excise Tax is payable by the Company Executive, it shall furnish the Executive with a written opinion to such effect, and to the Executive within five (5) days effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of the receipt of the Accounting Firm’s determinationa negligence or similar penalty. Any determination The Determination by the Accounting Firm will shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmDetermination, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“Overpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant amount of the Gross-Up Payment is less than the amount necessary to paragraph 4.5.2 below and reimburse the Executive thereafter is required to make a payment of any for his Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of the Executive. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Executive to or for the benefit of the Company. The Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax. In the event that the Company determines that the value of any accelerated vesting of stock options held by the Executive shall be redetermined within the context of Treasury Regulation §1.280G-1 Q/A 33 (the “Option Redetermination”), the Executive shall (i) file with the Internal Revenue Service an amended federal income tax return that claims a refund of the overpayment of the Excise Tax attributable to such Option Redetermination and (ii) promptly pay the refundable Excise Tax to the Company; provided that the Company shall pay all reasonable professional fees incurred in the preparation of the Executive’s amended federal income tax return.

Determination. Subject to the provisions of paragraph 4.5.2 Section 11.3, all determinations required to be made under this paragraph 4.5 (Section 11, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally nationally-recognized certified public accounting firm designated selected by the Executive Company and reasonably acceptable to the Employee (the “"Accounting Firm”). The Accounting Firm will ") which shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time times as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Section 11, shall be paid by the Company to the Executive Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting accounting Firm will shall be binding on upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “"Underpayment”) "), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below Section 11.3 and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee.

Determination. Subject to the provisions of paragraph 4.5.2 all All determinations required to be made under this paragraph 4.5 (Exhibit A, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized AESC’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the Executive AESC (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company AESC and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder)AESC. All fees and expenses of the Accounting Firm will shall be paid borne solely by the CompanyAESC. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Exhibit A, shall be paid by the Company AESC to the Executive within five (5) days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding on the Company upon AESC and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required AESC should have been made (an “Underpayment”) or Gross-up Payments are made by AESC which should not have been made (“Overpayments”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company AESC to or for the benefit of the Executive. In the event the amount of Gross-up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment shall be promptly paid by the Executive (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of AESC. The Executive shall cooperate, to the extent his expenses are reimbursed by AESC, with any reasonable requests by AESC in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination. Subject to the provisions of paragraph 4.5.2 Section 10(c), all determinations required to be made under this paragraph 4.5 Section 10 (including whether and when a Gross-Up an Excise Tax Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive Company (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Excise Tax Payment required to be paid under this paragraph 4.5 Section 10 will be paid by the Company to the Executive within five (5) days of as soon as administratively practicable after the receipt of the Accounting Firm’s determination, but no later than the end of the calendar year next following the calendar year in which the Executive remits the related taxes. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Excise Tax Payment made by the Company may be less than actually required (an the “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 Section 10(c) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the ExecutiveExecutive no later than the end of the calendar year next following the calendar year in which the Executive remits the related taxes.

Determination. Subject to the provisions of paragraph 4.5.2 Section 12.3, all determinations required to be made under this paragraph 4.5 (Section 12, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally nationally-recognized certified public accounting firm designated selected by the Executive Company and reasonably acceptable to the Employee (the “"Accounting Firm”). The Accounting Firm will ") which shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time times as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Section 12, shall be paid by the Company to the Executive Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting accounting Firm will shall be binding on upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “"Underpayment”) "), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below Section 12.3 and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee.

Determination. Subject to the provisions of paragraph 4.5.2 Section 11(c), all determinations required to be made under this paragraph 4.5 Section 11 (including whether and when a Gross-Up an Excise Tax Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive Company (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Excise Tax Payment required to be paid under this paragraph 4.5 Section 11 will be paid by the Company to the Executive within five (5) days of as soon as administratively practicable after the receipt of the Accounting Firm’s determination, but no later than the end of the calendar year next following the calendar year in which the Executive remits the related taxes. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Excise Tax Payment made by the Company may be less than actually required (an the “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 Section 11(c) below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the ExecutiveExecutive no later than the end of the calendar year next following the calendar year in which the Executive remits the related taxes.

Determination. Subject to the provisions of paragraph Section 4.5.2 all determinations required to be made under this paragraph Section 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayment of excise tax, interest and/or penalties on the Parachute, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph Section (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph Section 4.5 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination, but no later than the last day of the year after the year in which the Executive remits the underlying taxes, penalties, and interest. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required (an “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph Section 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. Any Underpayment will be reimbursed, to the extent possible, in the same calendar year in which it occurred, but in no event later than the end of the calendar year after the year in which the executive remits the underlying taxes.

Determination. Subject to the provisions of paragraph 4.5.2 all determinations required to be made under this paragraph 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive (the “"Accounting Firm”"). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required (an “"Underpayment”") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

Determination. Subject to the provisions of paragraph 4.5.2 all All determinations required to be made under this paragraph 4.5 (Exhibit A, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized the Company’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Employee as may be designated by the Executive Company (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) 15 business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Exhibit A, shall be paid by the Company to the Executive Employee within five (5) days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Employee, it shall furnish the Employee with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Employee’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding on upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) or Gross-up Payments are made by the Company which should not have been made (“Overpayments”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter Employee is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee. In the event the amount of Gross-up Payment exceeds the amount necessary to reimburse the Employee for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment shall be promptly paid by the Employee (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of the Company. The Employee shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination. Subject to the provisions of paragraph 4.5.2 all All determinations required to be made under this paragraph 4.5 (Section 7, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized the Company’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the Executive Company (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Section 7, shall be paid by the Company to the Executive within five (5) ten days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with an written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) or Gross-up Payments are made by the Company which should not have been made (“Overpayments”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. In the event the amount of Gross-up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment shall be promptly paid by the Executive to or for the benefit of the Company. The Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination. Subject Any determination that Total Payments to the Executive must be reduced or eliminated in accordance with the forgoing provisions of paragraph 4.5.2 all determinations required to be made under this paragraph 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment Section 6 and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm designated or consulting firm with experience in such matters selected by the Executive Company (the “Accounting Firm”). The Accounting Firm will , which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after the receipt of notice from the Executive that there has been a Payment, or date such earlier time as calculation is reasonably requested by the CompanyCompany or the Executive. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a the Change of Control (as hereinafter defined)in Control, the Executive will be entitled to shall appoint another nationally recognized accounting or consulting firm with experience in such matters to make the determinations required under this paragraph hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by the Company If a reduction or elimination of Total Payments to the Executive within five (5) days of in accordance with the receipt of foregoing is necessary based on the Accounting Firm’s determination, the Accounting Firm shall furnish the Executive with a written opinion that failure to limit the amount of the Total Payments would result in the imposition of a tax under Section 4999 of the Code as well as the estimates of the Executive’s after-tax net benefits before and after giving effect to such a reduction. Any determination by the Accounting Firm will shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, it is possible that Total Payments to the Gross-Up Payment Executive which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) consistent with the calculations required to be made hereunder). In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the The Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. In the event that any Total Payment made to the Executive shall be determined by the Accounting Firm to result in the imposition of any tax under Section 4999 of the Code and a reduction of Total Payments was otherwise required pursuant to Section 6.1 to avoid the imputation of such tax, the Executive shall promptly repay the amount of such excess to the Company together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

Determination. Subject to the provisions of paragraph Section 4.5.2 all determinations required to be made under this paragraph Section 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive (the “Accounting Firm”"). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a PaymentPayment of excise tax, interest and/or penalties on the Parachute, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph Section (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph Section 4.5 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination, but no later than the last day of the year after the year in which the Executive remits the underlying taxes, penalties, and interest. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required (an “Underpayment”") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph Section 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive. Any Underpayment will be reimbursed, to the extent possible, in the same calendar year in which it occurred.

Determination. Subject to the provisions of paragraph 4.5.2 all determinations required to be made under this paragraph 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. , Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required (an “Underpayment”) consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly paid by the Company to or for the benefit of the Executive.

Determination. Subject to the provisions of paragraph 4.5.2 Section 11.3, all determinations required to be made under this paragraph 4.5 (Section 11, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally nationally-recognized certified public accounting firm designated selected by the Executive Company and reasonably acceptable to Employee (the “"Accounting Firm”). The Accounting Firm will ") which shall provide detailed supporting calculations both to the Company and the Executive Employee within fifteen (15) business days of the receipt of notice from the Executive Employee that there has been a Payment, or such earlier time times as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Section 11, shall be paid by the Company to the Executive Employee within five (5) days of the receipt of the Accounting Firm’s 's determination. Any determination by the Accounting accounting Firm will shall be binding on upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “"Underpayment”) "), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below Section 11.3 and the Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee.

Determination. Subject to the provisions of paragraph 4.5.2 all All determinations required to be made under this paragraph 4.5 (Exhibit B, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized AESC’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the Executive AESC (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company AESC and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder)AESC. All fees and expenses of the Accounting Firm will shall be paid borne solely by the CompanyAESC. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Exhibit B, shall be paid by the Company AESC to the Executive within five (5) days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding on the Company upon AESC and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required AESC should have been made (an “Underpayment”) or Gross-up Payments are made by AESC which should not have been made (“Overpayments”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company AESC to or for the benefit of the Executive. In the event the amount of Gross-up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment shall be promptly paid by the Executive (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of AESC. The Executive shall cooperate, to the extent his expenses are reimbursed by AESC, with any reasonable requests by AESC in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination. Subject Any determination that Total Payments to the Executive must be reduced or eliminated in accordance with the forgoing provisions of paragraph 4.5.2 all determinations required to be made under this paragraph 4.5 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment Section 6 and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm designated or consulting firm with experience in such matters selected by the Executive Company (the “Accounting Firm”). The Accounting Firm will , which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of after the receipt of notice from the Executive that there has been a Payment, or date such earlier time as calculation is reasonably requested by the CompanyCompany or the Executive. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a the Change of Control (as hereinafter defined)in Control, the Executive will be entitled to shall appoint another nationally recognized accounting or consulting firm with experience in such matters to make the determinations required under this paragraph hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 will be paid by the Company If a reduction or elimination of Total Payments to the Executive within five (5) days of in accordance with the receipt of foregoing is necessary based on the Accounting Firm’s determination, the Accounting Firm shall furnish the Executive with a written opinion that failure to limit the amount of the Total Payments would result in the imposition of a tax under Section 4999 of the Code. Any determination by the Accounting Firm will shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, it is possible that Total Payments to the Gross-Up Payment Executive which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) consistent with the calculations required to be made hereunder). In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the The Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company to or for the benefit of the Executive. In the event that any Total Payment made to the Executive shall be determined by the Accounting Firm to result in the imposition of any tax under Section 4999 of the Code, the Executive shall promptly repay the amount of such excess to the Company together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

Determination. Subject to the provisions of paragraph 4.5.2 all All determinations required to be made under this paragraph 4.5 (Exhibit C, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be utilized) will utilized in arriving at such determination, shall be made by a nationally recognized AESC’s independent auditors or such other certified public accounting firm of national standing reasonably acceptable to the Executive as may be designated by the Executive AESC (the “Accounting Firm”). The Accounting Firm will ) which shall provide detailed supporting calculations both to the Company AESC and the Executive within fifteen (15) 15 business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of Control (as hereinafter defined), the Executive will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder)AESC. All fees and expenses of the Accounting Firm will shall be paid borne solely by the CompanyAESC. Any Gross-Up Payment required Payment, as determined pursuant to be paid under this paragraph 4.5 will Exhibit C, shall be paid by the Company AESC to the Executive within five (5) days of the later of (i) the due date for the payment of any Excise Tax, and (ii) the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion to such effect, and to the effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm will shall be binding on the Company upon AESC and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmFirm hereunder, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required AESC should have been made (an “Underpayment”) or Gross-up Payments are made by AESC which should not have been made (“Overpayments”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to paragraph 4.5.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will shall be promptly paid by the Company AESC to or for the benefit of the Executive. In the event the amount of Gross-Up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment shall be promptly paid by the Executive (to the extent he has received a refund if the applicable Excise Tax has been paid to the Internal Revenue Service) to or for the benefit of AESC. The Executive shall cooperate, to the extent his expenses are reimbursed by AESC, with any reasonable requests by AESC in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax.

Determination. Subject to the provisions of paragraph 4.5.2 4.9.2, all determinations required to be made under this paragraph 4.5 4.9 (including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be utilized) will be made by a nationally recognized certified public accounting firm designated by the Executive Company (the “Accounting Firm”). The Accounting Firm will provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, or such earlier time as is reasonably requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting a Change of in Control (as hereinafter defined), the Executive Company will be entitled to appoint another nationally recognized accounting firm to make the determinations required under this paragraph (which accounting firm will then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will be paid by the Company. Any Gross-Up Payment required to be paid under this paragraph 4.5 4.9 will be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm’s determination. Any determination by the Accounting Firm will be binding on the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm, the Gross-Up Payment made by the Company may be less than actually required to be made hereunder (an “Underpayment”) consistent with the calculations required to be made hereunder). In the event that If the Company exhausts its remedies pursuant to paragraph 4.5.2 4.9.2 below and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm will determine the amount of the Underpayment that has occurred and any such Underpayment will be promptly (and in no event later than the date determined under Treasury Regulation section 1.409A-3(i)(1)(v)) paid by the Company to or for the benefit of the Executive. If it is established pursuant to a written opinion of independent counsel selected by the Company, that the Excise Tax is less than the amount previously taken into account hereunder, the Executive shall repay the Company, within 30 days of the Executive’s receipt of notice of such opinion, the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal, state, and local income tax imposed on the Gross-Up Payment being repaid by the Executive if such repayment results in a reduction in Excise Tax or a federal, state and local income tax deduction) plus any interest received by the Executive on the amount of such repayment.

Determination. Subject to the provisions of paragraph 4.5.2 Section 6(a), all determinations required to be made under this paragraph 4.5 (Section 6, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment Payment, the amount of any Option Redetermination (as defined below) and the assumptions to be utilized) will utilized in arriving at such determinations, shall be made by a nationally recognized certified the public accounting firm designated that is retained by the Executive Company as of the date immediately prior to the Change in Control (the “Accounting Firm”). The “ Accounting Firm will ”) which shall provide detailed supporting calculations both to the Company and the Executive within fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Payment, or such earlier time as is reasonably requested by the CompanyCompany (collectively, the “ Determination ”). In Notwithstanding the foregoing, in the event (i) the Board shall determine prior to the Change in Control that the Accounting Firm is precluded from performing such services under applicable auditor independence rules, (ii) the Audit Committee of the Board determines that it does not want the Accounting Firm to perform such services because of auditor independence concerns or (iii) the Accounting Firm is serving as accountant or auditor for the individual, entity or group person(s) effecting a the Change of Control (as hereinafter defined)in Control, the Executive will be entitled to Board shall appoint another nationally recognized public accounting firm to make the determinations required under this paragraph hereunder (which accounting firm will shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm will shall be paid borne solely by the CompanyCompany and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. Any The Gross-Up Payment required to be paid under this paragraph 4.5 will Section 6 with respect to any Payments shall be paid made no later than thirty (30) days following such Payment. If the Accounting Firm determines that no Excise Tax is payable by the Company Executive, it shall furnish the Executive with a written opinion to such effect, and to the Executive within five (5) days effect that failure to report the Excise Tax, if any, on the Executive’s applicable federal income tax return will not result in the imposition of the receipt of the Accounting Firm’s determinationa negligence or similar penalty. Any determination The Determination by the Accounting Firm will shall be binding on upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting FirmDetermination, the it is possible that Gross-Up Payment Payments which will not have been made by the Company may be less than actually required should have been made (an “Underpayment”) or Gross-Up Payments are made by the Company which should not have been made (“ Overpayment ”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant amount of the Gross-Up Payment is less than the amount necessary to paragraph 4.5.2 below and reimburse the Executive thereafter is required to make a payment of any for his Excise Tax, the Accounting Firm will shall determine the amount of the Underpayment that has occurred and any such Underpayment will (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of the Executive. In the event the amount of the Gross-Up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by the Executive to or for the benefit of the Company. The Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contests or disputes with the Internal Revenue Service in connection with the Excise Tax. In the event that the Company determines that the value of any accelerated vesting of stock options held by the Executive shall be redetermined within the context of Treasury Regulation §1.280G-1 Q/A 33 (the “ Option Redetermination ”), the Executive shall (i) file with the Internal Revenue Service an amended federal income tax return that claims a refund of the overpayment of the Excise Tax attributable to such Option Redetermination and (ii) promptly pay the refundable Excise Tax to the Company; provided that the Company shall pay all reasonable professional fees incurred in the preparation of the Executive’s amended federal income tax return.