Common use of Excise Tax Clause in Contracts

Excise Tax. In the event you become entitled to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become entitled it shall be determined that any payment, benefit, or distribution by the Firm to any amounts payable hereunder or any other amounts in connection with a change in control for the benefit of the Executive (whether paid or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state distributed or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any other plan, arrangement or agreement with additional payments required under this paragraph) (a “Payment”) would be subject to the Company, any Person whose actions result in a Change in Control excise tax imposed by Section 4999 of the Code or any Person affiliated interest or penalties are incurred by the Executive with the Company or respect to such Person) excise tax (whichsuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Severance Payments“Excise Tax”), constitute then the "Total Payments") Executive shall be treated as "parachute payments" within entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the meaning Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 280G(b)(2) 409A of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Firm’s obligation to make Gross-Up Payments under this paragraph 5 shall not be conditioned upon the Executive’s termination of employment. All determinations required to be made under this paragraph, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche LLP or such other certified public accounting firm reasonably acceptable to the Firm as may be designated by the Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to Lazard and the Executive within fifteen (15) business days of the receipt of notice from the Executive that there has been a Payment, you or such earlier time as is requested by Lazard. All fees and expenses of the Accounting Firm shall be deemed borne solely by the Firm. Any Gross-Up Payment shall be paid by the Firm to pay federal income taxes the Executive within five 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. Any determination by the Accounting Firm shall be binding upon the Firm and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the highest marginal rate time of federal the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Firm should have been made (“Underpayment”) or that Gross-Up Payments which were made by the Firm should not have been made (“Overpayment”). In the event that there occurs an Underpayment and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Firm to or for the benefit of the Executive. In the event that there occurs an Overpayment and the Executive becomes entitled to receive any refund with respect to the Excise Tax, the Executive shall promptly pay to the Firm the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). Any Gross-Up Payment, as determined pursuant to this paragraph 5, shall be paid by the Firm to the Executive within five (5) days of the receipt of the Accounting Firm’s determination; provided that, the Gross-Up Payment shall in all events be paid no later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Excise Tax (and any income taxation or other related taxes or interest or penalties thereon) on a Payment is remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim from the Internal Revenue Service or another tax authority that does not result in the remittance of any federal, state, local and foreign income, excise, social security and other taxes, the calendar year in which the Gross-Up Payment claim is finally settled or otherwise resolved. Notwithstanding any other provision of this paragraph 5, the Firm may, in its sole discretion, withhold and pay over to be made and state and local income taxes at the highest marginal rate of taxation in Internal Revenue Service or any other applicable taxing authority, for the state and locality of your residence, net benefit of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunderExecutive, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the all or any 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), and the Company shall make an additional gross-up payment in respect of Executive hereby consents to such excess) within ten days after the time that the amount of such excess is finally determinedwithholding.

Excise Tax. In If it is determined (by the event you become entitled reasonable computation by an independent accounting or consulting firm chosen by the Company (the “Firm”), which determination shall be certified by the Firm and set forth in a certificate delivered to the Executive) that the aggregate amount of the payments, distributions, benefits and entitlements of any type paid or provided to the Executive under the terms of this Agreement or under any other plan, program, policy, or other arrangement, either alone or in combination with other elements of compensation and benefits paid or provided to the Executive (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 10 would be payable to the Executive, exceeds the greatest amount of Parachute Payments that could be paid to the Executive without giving rise to any amounts payable hereunder or liability for any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision thereto) or any similar federal, tax imposed by state or local law, or any interest or penalties with respect to such tax that may (such tax or taxes, together with any such interest or penalties, being hereafter be imposedcollectively referred to as the “Excise Tax”), then the Company aggregate amount of Parachute Payments payable to the Executive shall pay not exceed the amount which produces the greatest after-tax benefit to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, Executive after deduction of taking into account any Excise Tax on to be payable by the Total Executive as determined by the Firm upon discussion with, and reasonable approval by, the Executive. For the avoidance of doubt, this provision will reduce the amount of Parachute Payments otherwise payable to the Executive, if doing so would place the Executive in a better net after-tax economic position as compared with not doing so (as hereinafter defined) and any federal, state and local income tax and taking into account the Excise Tax upon the payment provided for by this Section 6, payable in respect of such Parachute Payments). The Executive shall be equal permitted to provide to the Total Payments. For purposes of determining whether any Company written notice specifying which of the Severance Parachute Payments will be subject to reduction or elimination; provided, however, that to the Excise Tax extent that the Executive’s ability to exercise such authority would cause any Parachute Payment to become subject to any Section 409A Tax, or if the Executive does not provide the Company with any such written notice, the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating the portion of the Parachute Payments that are payable in cash and then by reducing or eliminating the amount non-cash portion of such Excise Tax: (i) any other the Parachute Payments, in each case in reverse order beginning with payments or benefits received or which are to be received paid the furthest in time from the date of the Firm’s determination. Except as set forth in the preceding sentence, any notice given by you in connection with a Change in Control or your termination of employment (whether the Executive pursuant to the terms preceding sentence shall take precedence over the provisions of this Agreement or any other plan, arrangement or agreement with governing the Company, Executive’s rights and entitlements to any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedcompensation.

Excise Tax. In (a) If any payment or benefit (including, but not by way of limitation, benefits such as accelerated vesting and/or distributions of stock options, dividend equivalents and restricted stock, loan forgiveness, and the event you become entitled continuation of fringe and other benefits) to any amounts payable the Employee hereunder or any other amounts in connection with a change in control payments received or to be received by the Employee from any Regency Entity or any successor thereto (collectively, "Payments") (whether payable upon termination of employment or not such amounts are otherwise and whether payable pursuant to this Agreementthe terms hereof or any other plan, agreement or arrangement with any Regency Entity) would, in the opinion of Tax Counsel (as defined in Section 5(c)) constitute a "parachute payment" under Section 280G of the "Severance Payments")Code, or if it is ultimately determined by a court or pursuant to a final determination by the Internal Revenue Service that any portion of such Severance the Payments are is subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federalCode, state or local tax that may hereafter be imposedthen, except as provided in the last sentence of this Section 5(a), the Company shall pay to you at the time specified in Section 7 hereof Employee within fifteen days after such determination an additional amount (the "Gross-Up Payment") such that the net amount retained by you, the Employee after deduction of (i) any Excise Tax on the Total Payments Tax; (as hereinafter definedii) and any federal, state and or local income tax and arising in respect of imposition of such Excise Tax; (iii) any federal, state or local tax or Excise Tax imposed upon the payment provided for by this Section 65(a); and (iv) any interest charges or penalties arising as a result of filing federal, state or local tax returns in accordance with the opinion of Tax Counsel described in Section 5(c), shall be equal to the Total Payments. For purposes of determining whether any of Notwithstanding the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other planforegoing, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) if the amount of the Total Payments which shall does not exceed by more than $25,000.00 the amount that would be treated as subject payable to the Excise Tax shall be equal Employee if the Payments were reduced to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess one dollar less than what would constitute a "parachute payments within the meaning of payment" under Section 280G(b)(1) 280G of the Code (after applying Section 6(i) hereofthe "Scaled Back Amount"); and (iii) , then the value of any non-cash benefits or any deferred payments or benefit Payments shall be determined by a nationally-recognized accounting firm selected by you in accordance with reduced to the principles of Sections 280G(d)(3) Scaled Back Amount, and (4) of the Code. For purposes of determining the amount of the Employee shall not be entitled to any Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In Notwithstanding anything to the contrary in this Agreement, in the event you become that Employee becomes entitled to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments")severance payments, if any of such Severance Payments are the severance payments will be subject to the tax (the "“Excise Tax"”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal, state or local tax that may hereafter be imposedthe “Code”), the Company Zenith shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youEmployee, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income and other tax and Excise Tax upon the payment provided for by this Section 6herein, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Total Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you Employee in connection with a Change in Control or your Employee’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyEmployer, any Person person whose actions result in a Change in Control or any Person person affiliated with the Company Employer or such Person) person (which, together with the Severance Paymentsseverance payments, shall constitute the "“Total Payments") ”)), shall be treated as "“parachute payments" ” within the meaning of Section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you Zenith’s independent auditors and acceptable to Employee, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount amount, within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you Zenith’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residenceEmployee’s residence on the date of termination of employment, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunderhereunder at the time of termination of Employee’s employment, you Employee shall repay to the Company within ten days after Zenith, at the time that the amount of such reduction in Excise Tax is finally determined determined, the portion of the Gross-Up Payment attributable to such reduction (plus the that portion of the Gross-Up Payment attributable to the Excise Tax and federal and federal, state and local income tax imposed on the Gross-Up Payment being repaid by you if Employee to the extent that such repayment results in a 5 5 reduction in Excise Tax and/or federal and a federal, state and or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company Zenith shall make an additional grossGross-up payment Up Payment in respect of such excess (plus any interest, penalties or additions payable by Employee with respect to such excess) within ten days after at the time that the amount of such excess is finally determined. The Gross-Up Payment shall be made not later than the fifth day following the date of termination of employment, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, Zenith shall pay to Employee on such day an estimate, as determined in good faith by Zenith, of the minimum amount of such payments to which Employee is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination of employment. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by Zenith to Employee, payable on the fifth (5th) business day after demand by Zenith (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). At the time that payments are made under this Paragraph, Zenith shall provide Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice Zenith has received from outside counsel, auditors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

Excise Tax. In (a) Anything in this Agreement to the contrary notwithstanding, in the event you become entitled to it shall be determined that any amounts payable hereunder payment, award, benefit or distribution (including, without limitation, the acceleration of any other amounts in connection with a change in control (whether payment, award, distribution or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"benefit), if any by Company or its subsidiaries to or for the benefit of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment Executive (whether pursuant to the terms of this Agreement or otherwise, but determined without regard to any other plan, arrangement or agreement with additional payments required under this Section 14) (a “Payment”) would be subject to the Company, any Person whose actions result in a Change in Control excise tax imposed by Section 4999 of the Code or any Person affiliated corresponding provisions of state or local tax law, or any interest or penalties are incurred by Executive with the Company or respect to such Person) excise tax (whichsuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as, the Severance “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax, income tax or employment tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, Executive retains from the Gross-Up Payment an amount equal to the excess, if any, of (i) the Excise Tax imposed upon the Payments, constitute the "Total Payments"and (ii) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in if any, that would have been imposed on the opinion Payments if the Executive had not served as a non-employee director of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject Company prior to the Excise Tax; Effective Date (ii) the amount of the Total Payments which shall be treated as subject to and, therefore, Executive’s non-employee director compensation had not been taken into account in the Excise Tax computation). The payment of a Gross-Up Payment under this Section 14(a) shall not be equal to conditioned upon Executive’s termination of employment. Notwithstanding the lesser foregoing provisions of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of this Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit 14, if it shall be determined by that Executive is entitled to a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event but that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Payments that would be treated as “parachute payments” under Section 2800 of the Code does not exceed the Safe Harbor Amount (as defined in the following sentence) by more than $100,000, then no Gross-Up up Payment attributable shall be made to such reduction (plus Executive and the portion amounts payable under this Agreement shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the greatest amount of payments in the nature of compensation that are contingent on a Change in Control for purposes of Section 280G of the Gross-Up Payment attributable Code that could be paid to Executive without giving rise to any Excise Tax. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the cash payments under Section 3. For purposes of reducing the payments to the Excise Tax Safe Harbor Amount, only amounts payable under this Agreement (and federal and state and local income tax imposed on no other Payments) shall be reduced. If the Gross-Up Payment being repaid by you if such repayment results reduction of the amounts payable under this Agreement would not result in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In Payments to the event that the Excise Tax is determined Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Paymentthis Section 14(a), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In (a) Anything in this Agreement to the contrary notwithstanding, in the event you become entitled to it shall be determined that any amounts payable hereunder payment, award, benefit or distribution (including, without limitation, the acceleration of any other amounts in connection with a change in control (whether payment, award, distribution or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"benefit), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay or its subsidiaries to you at or for the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction benefit of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment Executive (whether pursuant to the terms of this Agreement or otherwise, but determined without regard to any other plan, arrangement or agreement with additional payments required under this Section 17) (a “Payment”) would be subject to the Company, any Person whose actions result in a Change in Control excise tax imposed by Section 4999 of the Code or any Person affiliated corresponding provisions of state or local tax law, or any interest or penalties are incurred by Executive with the Company or respect to such Person) excise tax (whichsuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as, the Severance “Excise Tax”), then Executive shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax, income tax or employment tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, Executive retains from the Gross-Up Payment an amount equal to the excess, if any, of (i) the Excise Tax imposed upon the Payments, constitute the "Total Payments"and (ii) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in if any, that would have been imposed on the opinion of nationallyPayments if the Executive had not served as a non-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) employee director of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject Company prior to the Excise Tax; Effective Date (ii) the amount of the Total Payments which shall be treated as subject to and, therefore, Executive’s non-employee director compensation had not been taken into account in the Excise Tax computation). The payment of a Gross-Up Payment under this Section 17(a) shall not be equal to conditioned upon Executive’s termination of employment. Notwithstanding the lesser foregoing provisions of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of this Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit 17, if it shall be determined by that Executive is entitled to a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event but that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Payments that would be treated as “parachute payments” under Section 2800 of the Code does not exceed the Safe Harbor Amount (as defined in the following sentence) by more than $100,000, then no Gross-Up up Payment attributable shall be made to such reduction (plus Executive and the portion amounts payable under this Agreement shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the greatest amount of payments in the nature of compensation that are contingent on a Change in Control for purposes of Section 280G of the Gross-Up Payment attributable Code that could be paid to Executive without giving rise to any Excise Tax. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the cash payments under Section 3. For purposes of reducing the payments to the Excise Tax Safe Harbor Amount, only amounts payable under this Agreement (and federal and state and local income tax imposed on no other Payments) shall be reduced. If the Gross-Up Payment being repaid by you if such repayment results reduction of the amounts payable under this Agreement would not result in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In Payments to the event that the Excise Tax is determined Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Paymentthis Section 17(a), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become entitled to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment benefits provided for by in this Section 6, shall be equal Agreement or otherwise payable to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: Employee (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "“parachute payments" ” within the meaning of Section 280G(b)(2) 280G of the Code, and all "excess (ii) if the net after-tax amount of such parachute payments" within payment to Employee is less than what the meaning of Section 280G(b)(1) of net after-tax amount to Employee would be if the Code shall be treated aggregate payments and benefits otherwise constituting the parachute payment were limited to three times Employee’s “base amount” (as subject to the Excise Tax, unless defined in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code) less $1.00, or are then the aggregate payments and benefits otherwise not constituting the parachute payment shall be reduced to an amount that shall equal three times Employee’s base amount, less $1.00. Should such a reduction in payments and benefits be required, Employee shall be entitled, subject to the Excise Tax; (ii) following sentence, to designate those payments and benefits under this Agreement or the amount other arrangements that will be reduced or eliminated so as to achieve the specified reduction in aggregate payments and benefits to Employee and avoid characterization of such aggregate payments and benefits as a parachute payment. The Company will provide Employee with all information reasonably requested by Employee to permit Employee to make such designation. To the extent that Employee’s ability to make such a designation would cause any of the Total Payments which shall be treated as payments and benefits to become subject to any additional tax under Code Section 409A, or if Employee fails to make such a designation within ten business days of receiving the Excise Tax requested information from the Company, then the Company shall be equal to achieve the lesser of (A) necessary reduction in such payments and benefits by first reducing or eliminating the total amount portion of the Total Payments payments and (B) benefits that are payable in cash and then by reducing or eliminating the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash portion of the payments and benefits, in each case in reverse order beginning with payments and benefits which are to be paid or any deferred payments or benefit provided the furthest in time from the date of the Company’s determination. For purposes of this Section 22, a net after-tax amount shall be determined by a nationally-recognized accounting firm selected by you in accordance with taking into account all applicable income, excise and employment taxes, whether imposed at the principles of Sections 280G(d)(3) and (4) federal, state or local level, including the excise tax imposed under Section 4999 of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In It is the event you become entitled intention of Premier and Executive that no portion of any payment under this Agreement, or payments to any amounts payable hereunder or for the benefit of Executive under any other amounts agreement or plan, be deemed to be an "Excess Parachute Payment" as defined in connection with a change Section 280G of the Code, or its successors. It is agreed that the present value of and payments to or for the benefit of Executive in control (whether or not such amounts are payable pursuant the nature of compensation, receipt of which is contingent on the Change in Control of Premier, and to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by which Section 4999 280G of the Code applies (or any similar federal, state or local tax that may hereafter be imposed), in the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the aggregate "Total Payments") shall be treated as "parachute payments" within not exceed an amount equal to one dollar less than the meaning maximum amount that Premier may pay without loss of deduction under Section 280G(b)(2280G(a) of the Code, and all "excess parachute payments" within the meaning . Present value for purposes of Section 280G(b)(1) of the Code this Agreement shall be treated as subject to the Excise Tax, unless calculated in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of accordance with Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3280G(d)(4) of the Code, . Within sixty (60) days following the earlier of (i) the giving of the notice of termination or are otherwise not subject to the Excise Tax; (ii) the giving of notice by Premier to Executive of its belief that there is a payment or benefit due Executive which will result in an excess parachute payment as defined in Section 280G of the Code, Executive and Premier, at Premier's expense, shall obtain the opinion of such legal counsel and certified public accountants as Executive may choose (notwithstanding the fact that such persons have acted or may also be acting as the legal counsel or certified public accountants for Premier), which opinions need not be unqualified, which sets forth: (i) the amount of the Total Payments which shall be treated Base Period Income of Executive (as subject to the Excise Tax shall be equal to the lesser of defined in Code Section 280G), (Aii) the total amount present value of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof)Payments; and (iii) the amount and present value of any non-cash benefits excess parachute payments. In the event that such opinion determines that there would be an excess parachute payment, the payment hereunder or any deferred payments or benefit other payment determined by such counsel to be includable in Total Payments shall be determined modified, reduced or eliminated as specified by a nationally-recognized accounting firm selected by you Executive in accordance with the principles writing delivered to Premier within thirty (30) days of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction his receipt of such state and local taxesopinions or, if Executive fails to so notify Premier, then as Premier shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no excess parachute payment. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount provisions of such reduction in Excise Tax is finally determined the portion Sections 280G and 4999 of the Gross-Up Payment attributable to such reduction (plus the portion Code are repealed without succession, this Section shall be of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence no further force or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedeffect.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 3 (the "“Severance Payments")”) of this Addendum to the Employment Agreement, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by Section 5 of this Section 6Addendum to the Employment Agreement, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company’s independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company’s independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee’s residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In Notwithstanding anything contained in this Agreement to the event you become entitled contrary, to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance extent that the Payments are would be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal, state or local tax that may hereafter be imposedthe “Code”), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal reduced (but not below zero) to the Total Payments. For purposes of determining whether any of the Severance Payments will minimum extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice to the Company specifying a different order to effectuate the foregoing, the Company shall reduce or eliminate the Payments by first reducing or eliminating cash payments, and second by reducing or eliminating the amount portion of such Excise Tax: (i) any other the Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits received or which are to be received paid the farthest in time from the Determination (as hereinafter defined). Any notice given by you in connection with a Change in Control or your termination of employment (whether Executive pursuant to the terms preceding sentence shall take precedence over the provisions of this Agreement or any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at the Company’s expense, by Pxxxx Xxxxx & Partners (“PMP”) or, in the event PMP is for any reason unavailable or unwilling to so act, by an accounting or consulting firm (the “Consulting Firm”) selected jointly by Executive and the Other Executives, with the reasonable concurrence of the Company. The Consulting Firm shall provide its determination (the “Determination”), any Person whose actions result in a Change in Control or any Person affiliated together with detailed supporting calculations and documentation to the Company and Executive at such time as requested by the Company or such Person) by Executive (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) provided Executive reasonably believes that any of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall Payments may be treated as subject to the Excise Tax), unless in and if the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event Consulting Firm determines that the no Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay payable by Executive with respect to the Company within ten days after the time Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that the amount of such reduction in no Excise Tax is finally determined the portion of the Gross-Up Payment attributable will be imposed with respect to any such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax Payments. The Determination shall be binding, final and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), conclusive upon the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedand Executive.

Excise Tax. In the event you become entitled to any amounts payable hereunder or any other amounts in connection with a change Change in control Control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 3(d) hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 63(c), shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i3(c)(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residenceresidence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunderhereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) excess within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become entitled to any amounts payable hereunder or any (a) Any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms provision of this Agreement to the contrary notwithstanding, if the present value (as defined herein) of the total amount of payments and benefits to be paid or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall provided to you under this Agreement which are considered to be treated as "parachute payments" within the meaning of Section 280G(b)(2280G(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and all when added to any other such "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected received by you such other payments from the Company upon or benefits (in whole after a Change of Control, whether or in part) do not constitute parachute paymentsunder this Agreement, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code is in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not you can receive without causing you to be subject to an excise tax with respect to such amount on account of Code Section 4999, the Excise Tax; Company shall pay to you an additional amount (ii) hereinafter referred to as the amount of the Total Payments which shall be treated as subject to the "Excise Tax Premium"). The Excise Tax Premium shall be equal to the lesser of (A) excise tax determined under Code Sections 280G and 4999 attributable to the total amount of payments and benefits to be paid or provided to you under this Agreement and any other "parachute payments" received by you upon or after a Change of Control. The Excise Tax Premium shall also include any amount attributable to excise tax on the Total Payments Excise Tax Premium. The Company shall also pay to you an additional amount (the "Additional Amount") such that the net amount received by you, after paying any applicable Excise Tax Premium and (B) any federal or state income, excise or other tax on such additional amount, shall be equal to the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by that you in accordance with the principles of Sections 280G(d)(3) and (4) of the Codewould have received if such Excise Tax Premium were not applicable. For purposes of determining the amount of the Gross-Up Payment, you You shall be deemed to pay federal income taxes on the date of termination of your service at the highest marginal rate of federal income taxation in the calendar year effect in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxestaxing jurisdiction. In the event that the Excise Tax is subsequently determined to be less than the The Additional Amount shall include any amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income income, excise or other tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedAdditional Amount.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 1 (the "“Severance Payments")”) of these Special Severance Provisions, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by this Section 63 of these Special Severance Provisions, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement and these Special Severance Provisions or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" payment” within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company’s’ independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section section 280G(b)(1) of of, the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company’s independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee’s residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become entitled to that the Termination Payment or any ---------- other amounts payable hereunder to the Executive, his designated beneficiary or his dependents under this Agreement or under any plan, program or policy of the Company, or any benefits provided to Executive or his dependents under this Agreement or under any option or other amounts in connection with a change in control (whether plan, program or not such amounts are payable pursuant to this Agreement) (policy of the "Severance Payments")Company, if any of such Severance Payments are should become subject to the excise tax (the "Excise Tax") imposed by under Section 4999 of the Internal Revenue Code (or any similar federaltax or assessment (collectively, state or local tax that may hereafter be imposed"Excise Taxes"), the Company shall pay to you at the time specified in Section 7 hereof an additional Executive, his designated beneficiary 17 or his dependents, as the case may be, on demand, the amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax Reimbursement Amount"), necessary fully to reimburse the Executive, his designated beneficiary or his dependents for (i) all Excise Taxes that may be imposed on the Total Payments Executive, his designated beneficiary or his dependents and (as hereinafter definedii) any and any federalall income and other taxes, state and local income tax and including additional Excise Tax upon Taxes, that may be imposed on the payment provided for by this Section 6Executive, shall be equal to the Total Payments. For purposes his designated beneficiary or his dependents in respect of determining whether any of the Severance Payments will amounts to be subject paid to the Executive, his designated beneficiary or his dependents under clause (i) above or under this clause (ii). The determination of the Excise Tax Reimbursement Amount shall initially be made by the accounting firm that is serving as the Company's independent public accountants immediately prior to the date of termination of the Executive's employment, or, if such accounting firm is no longer in existence, by its successor. All costs and expenses of such accounting firm in connection with making such determination shall be paid by the Company. If it is subsequently determined (as a result of an assessment of additional Excise Taxes by the Internal Revenue Service or otherwise) that the Excise Tax Reimbursement Amount is not sufficient fully to reimburse the Executive, his designated beneficiary or his dependents as contemplated above, the Company shall pay to the Executive, his designated beneficiary or his dependents, as the case may be, on demand, the amount of such (the "Additional Excise Tax: Tax Reimbursement Amount") necessary fully to reimburse the Executive, his designated beneficiary or his dependents for (i) any and all additional Excise Taxes, income taxes and other payments taxes that may be imposed on the Executive, his designated beneficiary or benefits received his dependents, (ii) any and all interest, fines and penalties that may be imposed on the Executive, his designated beneficiary or to be received by you his dependents in connection with a Change in Control any such additional Excise Taxes, income taxes or your termination of employment (whether pursuant to the terms of this Agreement or any other plantaxes, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) any and all income and other taxes, including additional Excise Taxes, that may be imposed on the value Executive, his designated beneficiary or his dependents in respect of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is amounts to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencepaid to Executive, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxeshis designated beneficiary or his dependents under clause (i) or (ii) above or under this clause (iii). In the event that the Excise Tax If it is subsequently determined that the Executive has received a sum greater than necessary to be less than pay any such Excise Taxes, the amount taken into account hereunder, you Executive shall repay promptly return such overage to the Company within ten days after Company. The purpose of this paragraph 10 is to place the time Executive, his designated beneficiary and his dependents in the same position on an after-tax basis that each of them would have been in if the amount of such reduction in Excise Tax is finally determined Termination Payment and all other amounts payable to the portion Executive, his designated beneficiary or his dependents under this Agreement or under any plan, program or policy of the Gross-Up Payment attributable Company, and all benefits provided to such reduction (plus the portion Executive or his dependents under this Agreement or under any plan, program or policy of the Gross-Up Payment attributable Company, had not been subject to the any Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedTaxes.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the, payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 1 (the "“Severance Payments")”) of these Special Severance Provisions, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by this Section 63 of these Special Severance Provisions, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement and these Special Severance Provisions or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" payment” within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company’s independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 28OG(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section section 280G(b)(1) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company’s independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee’s residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 1 (the "“Severance Payments")”) of these Special Severance Provisions, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by this Section 63 of these Special Severance Provisions, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement and these Special Severance Provisions or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company’s independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company’s independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee’s residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become entitled to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 3(d) hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 63(c), shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i3(c)(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residenceresidence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunderhereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) excess within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 3 (the "“Severance Payments")”) of this Addendum to the Employment Agreement, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by Section 5 of this Section 6Addendum to the Employment Agreement, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" payment” within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company’s independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company’s independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee’s residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 3 (the "Severance Payments")) of this Addendum to the Employment Agreement, if any of such the Severance Payments are will be subject to the excise tax (the "Excise Tax") imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by Section 5 of this Section 6Addendum to the Employment Agreement, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee's termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "parachute payments" within the meaning of Section section 280G(b)(2) of the Code, and all "excess parachute paymentspayment" within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.Company's'

Excise Tax. In the event you become entitled to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 3(d) hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 63(c), shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i3(c)(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.deferred

Excise Tax. In Notwithstanding anything to the contrary in this Agreement, in the event you become that Employee becomes entitled to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments")severance payments, if any of such Severance Payments are the severance payments will be subject to the tax (the "“Excise Tax"”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (or any similar federal, state or local tax that may hereafter be imposedthe “Code”), the Company Zenith shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youEmployee, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income and other tax and Excise Tax upon the payment provided for by this Section 6herein, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Total Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you Employee in connection with a Change in Control or your Employee’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyEmployer, any Person person whose actions result in a Change in Control or any Person person affiliated with the Company Employer or such Person) person (which, together with the Severance Paymentsseverance payments, shall constitute the "“Total Payments") ”)), shall be treated as "“parachute payments" ” within the meaning of Section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you Zenith’s independent auditors and acceptable to Employee, such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount amount, within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you Zenith’s independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you Employee shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residenceEmployee’s residence on the date of termination of employment, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunderhereunder at the time of termination of Employee’s employment, you Employee shall repay to the Company within ten days after Zenith, at the time that the amount of such reduction in Excise Tax is finally determined determined, the portion of the Gross-Up Payment attributable to such reduction (plus the that portion of the Gross-Up Payment attributable to the Excise Tax and federal and federal, state and local income tax imposed on the Gross-Up Payment being repaid by you if the Employee to the extent that such repayment results in a 5 5 reduction in Excise Tax and/or federal and a federal, state and or local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of Employee’s employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company Zenith shall make an additional grossGross-up payment Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Employee with respect to such excess) within ten days after at the time that the amount of such excess is finally determined. The Gross-Up Payment shall be made not later than the fifth day following the date of termination of employment, provided, however, that if the amounts of such payments cannot be finally determined on or before such day, Zenith shall pay to Employee on such day an estimate, as determined in good faith by Zenith, of the minimum amount of such payments to which Employee is clearly entitled and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the date of termination of employment. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by Zenith to Employee, payable on the fifth (5th) business day after demand by Zenith (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). At the time that payments are made under this Paragraph, Zenith shall provide Employee with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice Zenith has received from outside counsel, auditors or consultants (and any such opinions or advice which are in writing shall be attached to the statement).

Excise Tax. (a) In the event you become entitled that a Change in Control shall occur, and a final determination is made by legislation, regulation, ruling directed to Executive or Employer, by court decision, or by independent tax counsel described in subsection (b) next below, that the aggregate amount of any payment made to Executive (1) hereunder, and (2) pursuant to any amounts payable hereunder plan, program or any other amounts policy of Employer in connection with with, on account of, or as a change result of, such Change in control Control (whether or not such amounts are payable pursuant to this Agreement“Total Payments”) (the "Severance Payments"), if any of such Severance Payments are will be subject to the excise tax (the "Excise Tax") imposed by provisions of Section 4999 of the Code (“Excise Tax”), or any similar federalsuccessor section thereof, state or local tax that may hereafter Executive shall be imposed)entitled to receive from Employer, the Company shall pay in addition to you at the time specified in Section 7 hereof an additional amount any other amounts payable hereunder, a lump sum payment (the "“Gross-Up Payment") ”), sufficient to cover the full cost of such excise taxes and Executive’s federal, state and local income and employment taxes on this additional payment so that the net amount retained by youExecutive, after deduction the payment of any Excise Tax all such excise taxes on the Total Payments (as hereinafter defined) Payments, and any all federal, state and local income tax and Excise Tax upon employment taxes and excise taxes on the payment provided for by this Section 6Gross-Up Payment, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will The Total Payments, however, shall be subject to the Excise Tax any federal, state and the amount of such Excise Tax: (i) any other payments or benefits received or local income and employment taxes thereon. For this purpose, Executive shall be deemed to be received by you in connection with a Change the highest marginal rate of federal, state and local taxes. The Gross-Up Payment shall be made at the same time as the payments described in Control or your termination of employment (whether pursuant to subsections 3(a)(1) above. Notwithstanding the terms foregoing provisions of this Agreement or any other planSection 4(a), arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit if it shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of that Executive is entitled to the Gross-Up Payment, you shall but that the Total Payments do not exceed 110% of the greatest amount that could be deemed paid to pay federal income taxes at Executive such that the highest marginal rate receipt of federal income taxation in the calendar year in which Total Payments will not give rise to any Excise Tax (the “Reduced Amount”), then no Gross-Up Payment is to shall be made to Executive and state and local income taxes at the highest marginal rate of taxation in Total Payments shall be reduced to the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxesReduced Amount. In the event that the Excise Tax is subsequently Total Payments would be reduced as provided in the previous sentence, then such reduction shall be determined in a manner which has the least economic cost to be less than the amount taken into account hereunderExecutive and, you shall repay to the Company within ten days after extent the time that the amount of such reduction in Excise Tax economic cost is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment)equivalent, the Company shall make an additional gross-up payment Total Payments will be reduced in respect the inverse order of such excess) within ten days after when the time that Total Payments would have been made to Executive until the amount of such excess reduction specified is finally determinedachieved.

Excise Tax. In the event you become entitled to any amounts payable hereunder or any other amounts in connection with a change Change in control Control (whether or not such amounts are payable pursuant to this Agreement) (the "“Severance Payments"”), if any of such Severance Payments are subject to the tax (the "“Excise Tax"”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof herein an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 63(c), shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "“Total Payments"”) shall be treated as "“parachute payments" ” within the meaning of Section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i3(c)(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residenceresidence on the Date of Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunderhereunder at the time of termination of your employment, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of your employment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within excess ten days after the time that the amount of such excess is finally determined. The payments provided for in this Section 3(c) shall be made on the fifteenth day following your Date of Termination; provided, however, that if the amount of such payments cannot be finally determined on or before such day, the Company shall pay you on such day an estimate, as determined in good faith by the Company, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) as soon as administratively practicable in compliance with Section 409A of the Code and the proposed and final Treasury Regulations thereunder, as the same may be amended from time to time (the “Regulations”) but in no event later than the thirtieth day after your Date of Termination subject, however, to any delay in the payment date as a result of Section 3(d) of this Agreement (relating to the six-month delay in payment of certain benefits to Specified Employees as required by Section 409A of the Code). In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to you, payable on the fifteenth day after the demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code).

Excise Tax. In (a) Anything in this Agreement to the contrary notwithstanding, in the event you become entitled to it shall be determined that any amounts payable hereunder payment, award, benefit or distribution (including, without limitation, the acceleration of any other amounts in connection with a change in control (whether payment, award, distribution or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"benefit), if any of such Severance Payments are subject by the Company or its subsidiaries to or for the tax (the "Excise Tax") imposed by Section 4999 benefit of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment Executive (whether pursuant to the terms of this Agreement or otherwise, but determined without regard to any other plan, arrangement or agreement with additional payments required under this Section 19) (a “Payment”) would be subject to the Company, any Person whose actions result in a Change in Control excise tax imposed by Section 4999 of the Code or any Person affiliated corresponding provisions of state or local tax law, or any interest or penalties are incurred by the Executive with the Company or respect to such Person) excise tax (whichsuch excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the Severance “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 all taxes (including any Excise Tax, income tax or employment tax) imposed upon the Gross-Up Payment and any interest or penalties imposed with respect to such taxes, the Executive retains from the Gross-Up Payment an amount equal to the excess, if any, of (i) the Excise Tax imposed upon the Payments, constitute the "Total Payments"and (ii) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in if any, that would have been imposed on the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do Payments if the Executive had not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) served as a nonemployee director of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject Company prior to the Excise Tax; Effective Date (ii) and, therefore, the amount of the Total Payments which shall be treated as subject to Executive’s nonemployee director compensation had not been taken into account in the Excise Tax computation). The payment of a Gross-Up Payment under this Section 19(a) shall not be equal to conditioned upon the lesser Executive’s termination of (A) employment. Notwithstanding the total amount foregoing provisions of the Total Payments and (B) the amount of excess parachute payments within the meaning of this Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit 19, if it shall be determined by that the Executive is entitled to a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall but that the portion of the Payments that would be deemed to pay federal income taxes at treated as “parachute payments” under Section 280G of the highest marginal rate of federal income taxation Code does not exceed the Safe Harbor Amount (as defined in the calendar year in which the following sentence) by more than $100,000, then no Gross-Up Payment is to shall be made to the Executive and state and local income taxes at the highest marginal rate of taxation amounts payable under this Agreement shall be reduced so that the Payments, in the state and locality aggregate, are reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the greatest amount of your residence, net payments in the nature of compensation that are contingent on a Change in Control for purposes of Section 280G of the maximum reduction in federal income taxes which Code that could be obtained from deduction paid to the Executive without giving rise to any Excise Tax. The reduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account amounts payable hereunder, you if applicable, shall repay be made by reducing the cash payments under Section 5. For purposes of reducing the payments to the Company within ten days after Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such amounts payable under this Agreement would not result in a reduction (plus the portion of the Gross-Up Payment attributable Payments to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to this Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment19(a), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. a) In the event you become entitled to that any amounts payable hereunder payment benefit or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits entitlement received or to be received by you in connection with a Change in of Control of the Company or your the termination of your employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in of Control of the Company or any Person person affiliated with the Company or such Personperson (the “Total Payments”, and each a “Payment”)) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (whichthe “Code”), or any corresponding provisions of state or local tax laws, or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the Severance Payments“Excise Tax”), constitute the "Total Payments") then you shall be treated as "parachute payments" within entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including, but not limited to, any income taxes, employment taxes, Excise Taxes and any interest or penalties imposed with respect to any such taxes) imposed upon the meaning of Section 280G(b)(2) Gross-Up Payment, you will retain an amount of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject Gross-Up Payment equal to the Excise Tax, unless in Tax imposed upon the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or Payments. Those Payments that are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal referred to herein as the lesser “Parachute Payments”. Notwithstanding the foregoing provisions of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of this Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit 11, if it shall be determined by that you are entitled to a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, but that the portion of the Payments that would be treated as “parachute payments” under Section 280G of the Code does not exceed 105% of the greatest amount of Parachute Payments that could be paid or otherwise provided to you shall be deemed such that the receipt of Parachute Payments would not give rise to pay federal income taxes at any Excise Tax (the highest marginal rate of federal income taxation in the calendar year in which the “Safe Harbor Amount”) then no Gross-Up Payment shall be made to you and the amounts payable under this Agreement shall be reduced so that the total Parachute Payments are reduced to the Safe Harbor Amount. The reduction of the amounts payable or otherwise provided under this Agreement, if applicable, shall be made by first reducing the Parachute Payments under Section 9(a); unless an alternative method of reduction is elected by you. For purposes of reducing the total Parachute Payments to the Safe Harbor Amount, only Parachute Payments payable or otherwise provided under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable or otherwise to be made and state and local income taxes at the highest marginal rate of taxation provided under this Agreement would not result in the state and locality of your residence, net a reduction of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In total Parachute Payments to the event that the Excise Tax is subsequently determined Safe Harbor Amount, no amounts payable or otherwise to be less than the amount taken into account hereunder, you provided under this Agreement shall repay be reduced pursuant to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the this Section 11. The Company’s obligation to make Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Payments under this Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which can11 shall not be determined at the time conditioned upon your termination of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedemployment.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 3 (the "Severance Payments")) of this Addendum to the Employment Agreement, if any of such the Severance Payments are will be subject to the excise tax (the "Excise Tax") imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "Gross-Up Payment") such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by Section 5 of this Section 6Addendum to the Employment Agreement, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee's termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "parachute payments" within the meaning of Section section 280G(b)(2) of the Code, and all "excess parachute paymentspayment" within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company's' independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the "base amount within the meaning of Section 280G(b)(3) of the Codeamount" allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section section 280G(b)(1) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company's independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee's residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 3 (the "“Severance Payments")”) of this Addendum to the Employment Agreement, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "Gross-Up “Gross‑Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by Section 5 of this Section 6Addendum to the Employment Agreement, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee's termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company's independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company's independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee's residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. Except as provided in Paragraph 2 of this Amendment, Section 10 of the Agreement will be deleted in its entirety and the following language will be inserted in its place: In the event you become entitled that it is determined (by the reasonable computation by an independent accounting or consulting firm chosen by the Company (the “Firm”), which determination shall be certified by the Firm and set forth in a certificate delivered to the Executive) that the aggregate amount of the payments, distributions, benefits and entitlements of any type paid or provided to the Executive under the terms of this Agreement or under any other plan, program, policy, or other arrangement, either alone or in combination with other elements of compensation and benefits paid or provided to the Executive (including any payment, distribution, benefit or entitlement made by any person or entity effecting a Change in Control), in each case, that could be considered “parachute payments” within the meaning of Section 280G of the Code (such payments, the “Parachute Payments”) that, but for this Section 10 would be payable to the Executive, exceeds the greatest amount of Parachute Payments that could be paid to the Executive without giving rise to any amounts payable hereunder or liability for any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code (or any successor provision thereto) or any similar federal, tax imposed by state or local law, or any interest or penalties with respect to such tax that may (such tax or taxes, together with any such interest or penalties, being hereafter be imposedcollectively referred to as the “Excise Tax”), then the Company aggregate amount of Parachute Payments payable to the Executive shall pay not exceed the amount which produces the greatest after-tax benefit to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, Executive after deduction of taking into account any Excise Tax on to be payable by the Total Executive. For the avoidance of doubt, this provision will reduce the amount of Parachute Payments otherwise payable to the Executive, if doing so would place the Executive in a better net after-tax economic position as compared with not doing so (as hereinafter defined) and any federal, state and local income tax and taking into account the Excise Tax upon the payment provided for by this Section 6, payable in respect of such Parachute Payments). The Executive shall be equal permitted to provide to the Total Payments. For purposes of determining whether any Company written notice specifying which of the Severance Parachute Payments will be subject to reduction or elimination; provided, however, that to the Excise Tax extent that the Executive’s ability to exercise such authority would cause any Parachute Payment to become subject to any Section 409A Tax, or if the Executive does not provide the Company with any such written notice, the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating the portion of the Parachute Payments that are payable in cash and then by reducing or eliminating the amount non-cash portion of such Excise Tax: (i) any other the Parachute Payments, in each case in reverse order beginning with payments or benefits received or which are to be received paid the furthest in time from the date of the Firm’s determination. Except as set forth in the preceding sentence, any notice given by you in connection with a Change in Control or your termination of employment (whether the Executive pursuant to the terms preceding sentence shall take precedence over the provisions of this Agreement or any other plan, arrangement or agreement with governing the Company, Executive’s rights and entitlements to any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedcompensation.

Excise Tax. In the event you become entitled to any amounts payable hereunder that the Termination Payment or any other amounts in connection with a change in control (whether payable to the Executive, his designated beneficiary or not such amounts are payable pursuant his dependents under this Agreement or under any plan, program or policy of the Company, or any benefits provided to Executive or his dependents under this Agreement) (Agreement or under any option or other plan, program or policy of the "Severance Payments")Company, if any of such Severance Payments are should become subject to the excise tax (the "Excise Tax") imposed by under Section 4999 of the Internal Revenue Code (or any similar federaltax or assessment (collectively, state or local tax that may hereafter be imposed"Excise Taxes"), the Company shall pay to you at the time specified in Section 7 hereof an additional Executive, his designated beneficiary or his dependents, as the case may be, on demand, the amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax Reimbursement Amount"), necessary fully to reimburse the Executive, his designated beneficiary or his dependents for (i) all Excise Taxes that may be imposed on the Total Payments Executive, his designated beneficiary or his dependents and (as hereinafter definedii) any and any federalall income and other taxes, state and local income tax and including additional Excise Tax upon Taxes, that may be imposed on the payment provided for by this Section 6Executive, shall be equal to the Total Payments. For purposes his designated beneficiary or his dependents in respect of determining whether any of the Severance Payments will amounts to be subject paid to the Executive, his designated beneficiary or his dependents under clause (i) above or under this clause (ii). The determination of the Excise Tax Reimbursement Amount shall initially be made by the accounting firm that is serving as the Company's independent public accountants immediately prior to the date of termination of the Executive's employment, or, if such accounting firm is no longer in existence, by its successor. All costs and expenses of such accounting firm in connection with making such determination shall be paid by the Company. If it is subsequently determined (as a result of an assessment of additional Excise Taxes by the Internal Revenue Service or otherwise) that the Excise Tax Reimbursement Amount is not sufficient fully to reimburse the Executive, his designated beneficiary or his dependents as contemplated above, the Company shall pay to the Executive, his designated beneficiary or his dependents, as the case may be, on demand, the amount of such (the "Additional Excise Tax: Tax Reimbursement Amount") necessary fully to reimburse the Executive, his designated beneficiary or his dependents for (i) any and all additional Excise Taxes, income taxes and other payments taxes that may be imposed on the Executive, his designated beneficiary or benefits received his dependents, (ii) any and all interest, fines and penalties that may be imposed on the Executive, his designated beneficiary or to be received by you his dependents in connection with a Change in Control any such additional Excise Taxes, income taxes or your termination of employment (whether pursuant to the terms of this Agreement or any other plantaxes, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) any and all income and other taxes, including additional Excise Taxes, that may be imposed on the value Executive, his designated beneficiary or his dependents in respect of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is amounts to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencepaid to Executive, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxeshis designated beneficiary or his dependents under clause (i) or (ii) above or under this clause (iii). In the event that the Excise Tax If it is subsequently determined that the Executive has received a sum greater than necessary to be less than pay any such Excise Taxes, the amount taken into account hereunder, you Executive shall repay promptly return such overage to the Company within ten days after Company. The purpose of this paragraph 10 is to place the time Executive, his designated beneficiary and his dependents in the same position on an after-tax basis that each of them would have been in if the amount of such reduction in Excise Tax is finally determined Termination Payment and all other amounts payable to the portion Executive, his designated beneficiary or his dependents under this Agreement or under any plan, program or policy of the Gross-Up Payment attributable Company, and all benefits provided to such reduction (plus the portion Executive or his dependents under this Agreement or under any plan, program or policy of the Gross-Up Payment attributable Company, had not been subject to the any Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedTaxes.

Excise Tax. In Anything in this Agreement to the contrary notwithstanding, in the event you become entitled it shall be determined that any payment, benefit or distribution to any amounts payable hereunder or any other amounts in connection with a change in control (whether for your benefit or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are acceleration thereof would be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar federalinterest or penalties with respect to such excise tax (collectively, state Initials: PGI Executive such excise tax, together with any such interest or local tax that may hereafter be imposedpenalties, the “Excise Tax”) (all such payments and benefits, including any cash severance payments payable pursuant to any other plan, arrangement or agreement, hereinafter referred to as the “Total Payments”), then, after taking into account any reduction in the Company Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash severance payments shall pay first be reduced, and the noncash severance payments shall thereafter be reduced, to you at the time specified in Section 7 hereof an additional amount extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (the "Gross-Up Payment"i) such that the net amount retained by youof such Total Payments, as so reduced (and after deduction subtracting the net amount of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax taxes on such reduced Total Payments and Excise Tax upon after taking into account the payment provided for by this Section 6, shall be phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (ii) the net amount of such Total Payments. For purposes Payments without such reduction (but after subtracting the net amount of determining whether any of the Severance federal, state and local income taxes on such Total Payments will be subject to the Excise Tax and the amount of Excise Tax to which you would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments); provided, however, that you may elect to have the noncash severance payments reduced (or eliminated) prior to any reduction of the cash severance payments. You shall remain solely liable for all income taxes, Excise Tax: (i) , or other amounts assessed on any other payments or benefits received and nothing in this Agreement shall be interpreted as obligating the Company, or any successors thereto, to be received pay (or reimburse you for) any income taxes, Excise Tax, or other taxes or amounts assessed against or incurred by you in connection with a Change in Control or your termination receipt of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedbenefits.

Excise Tax. In the event you become entitled to any amounts payable hereunder that an excise tax is ever assessed by the Internal Revenue Service against the Executive (or if the Company and the Executive mutually agree that an excise tax is payable) by reason of the payment under this Agreement, acceleration of vesting of stock options, stock appreciation rights or restricted stock granted under the Company's stock option, stock appreciation or other employee incentive plans, or payments under any other amounts plan, agreement or understanding between the Executive and the Company, constituting Excess Parachute Payments, and if such excise tax was not included in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any determination by the Accounting Firm of such Severance Payments are subject the Additional Amount that has been actually paid to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Executive, the Company shall agrees to indemnify the Executive by paying to the Executive the amount of such excise tax, together with any interest and penalties, including reasonable legal and accounting fees and other out-of-pocket expenses incurred by the Executive, attributable to the failure to pay to you at such excise tax by the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by youdate it was originally due, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any plus all federal, state and local income tax and Excise Tax upon the taxes incurred with respect to payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject excise tax calculated in a manner analogous to Exhibit A. Upon Executive's receipt from the Excise Tax and the amount Internal Revenue Service ("IRS") of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination deficiency notice, notice of employment (whether pursuant to the terms of this Agreement assessment or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject written communication relating to the Excise Tax, unless in the opinion of nationally-recognized excise tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up on Excess Parachute Payment, you Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay give notice thereof to the Company within ten (10) business days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Codereceipt thereof. In the event that of any dispute concerning the Excise Tax is determined to exceed the amount taken into account hereunder potential excise tax (including by reason any administrative proceedings within the IRS of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Paymentcourt proceedings), the Company, as the indemnifying party, shall be entitled to assume the defense of such a dispute or proceeding, no Compromise or settlement of such claim may be effected without the Company's and Executive's mutual consent (which consents shall not be unreasonably withheld) and the Company shall make an additional gross-up payment in have no liability with respect to any compromise or settlement of such excess) within ten days claims effected without its consent. In addition, in the event the Company assumes defense of any proceeding, the Executive shall not be entitled to indemnification for outside legal fees and expenses independently incurred by Executive. This indemnification obligation shall survive the termination of the Agreement and shall apply to all such excise taxes on Excess Parachute Payments, whether due before or after the time that the amount termination of such excess is finally determinedemployment.

Excise Tax. (a) Prior to December 27, 1997. In the event you become entitled that a Qualifying -------------------------- Termination occurs prior to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) December 27, 1997 and the independent public accountants for the Company (the "Severance PaymentsAccountants")) determine that, if any of such Severance Payments are subject the benefits to the be provided under Paragraph 7.3 were paid to Executive, Executive would incur an excise tax (the "Excise Tax") imposed by under Section 4999 of the Internal Revenue Code (or any similar federalof 1986, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount as amended (the "Gross-Up PaymentCode") such ), and the Company would be denied a deduction under Section 280G of the Code for all or some of the amounts to be paid to Executive, the amounts payable to Executive pursuant to Paragraph 7.3 shall be reduced so that the net amount retained by you, after deduction of any Excise Tax on payable to Executive hereunder is the Total Payments greatest amount (as hereinafter defineddetermined by the Accountants) and that may be paid by the Company to Executive without any federalsuch amount being subject to an excise tax under Section 4999 or being nondeductible for the Company pursuant to Section 280G. If the amounts to be paid to Executive are to be so reduced, state and local income tax and Excise Tax upon the payment provided for by this Section 6, Executive shall be equal given the opportunity to designate which benefits shall be reduced and in what order of priority. If Executive receives payments under Section 7.3 or reduced payments and benefits under this Paragraph 7.6 and if it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding that, notwithstanding the Total Payments. For purposes of determining whether any good faith of the Severance Payments will be subject to the Excise Tax Executive and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you Company in connection with a Change in Control or your termination of employment (whether pursuant to applying the terms of this Agreement Agreement, the aggregate amount paid to Executive or any other plan, arrangement or agreement with the Company, any Person whose actions for his benefit would result in any amount being treated as an "excess parachute payment" for purposes of Sections 280G and 4999 of the Code, then an amount equal to the amount that would be an "excess parachute payment" shall be deemed for all purposes a Change in Control or any Person affiliated with loan to Executive made on the date of receipt of such excess amount, which Executive shall have an obligation to repay to the Company or such Person) (whichon demand, together with interest on such amount at the Severance Payments, constitute the "Total Payments") shall be treated applicable Federal rate (as "parachute payments" within the meaning of defined in Section 280G(b)(21274(d) of the Code, and all ) from the date of Executive's receipt of such excess until the date of such repayment. In the event that it is determined for any reason that the amount of "excess parachute payments" within is less than originally calculated, the meaning Company shall promptly pay to Executive the amount necessary so that, after such adjustment, Executive will have received or be entitled to receive the maximum payments payable under this Paragraph 7.6 without any of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such constituting an "excess parachute payments payment," together with interest on such amount at the applicable Federal rate (as defined in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(31274(d) of the Code, or are otherwise not subject ). Notwithstanding anything else contained herein to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Paymentcontrary, you this Paragraph 7.6 shall be deemed included herein pursuant to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net Section 5 of the maximum reduction in federal income taxes which could be obtained from deduction of such state Executive Severance Plan and local taxes. In the event that the Excise Tax is subsequently determined to be less Company may not amend this Paragraph 7.6 at any time earlier than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of at which it may amend such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined5.

Excise Tax. In the event you become entitled to that any amounts payable hereunder acceleration benefits provided for in this Agreement or in any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), agreement between Executive and the Company shall pay governing the issuance to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction Executive of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes stock options or shares of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: restricted stock (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall be treated as "parachute payments" within the meaning of Section 280G(b)(2280G of the Internal Revenue Code of 1986, as amended (the "CODE") and (ii) would be subject to the excise tax imposed by Section 4999 of the Code (the "EXCISE TAX") but an exemption from the application of Section 280G of such Code can be made by an appropriate shareholder vote pursuant to Section 280G(b)(5)(A) of the Code, then the Company may, at its election, pursue a favorable shareholder vote to assure that the Excise Tax and all "excess parachute payments" the provisions of Section 280G of the Code are not applicable with respect to such benefits. To the extent that any payment or distribution of any time to or for the benefit of Executive by the Company, or any affiliate of the Company, any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G(b)(1) 280G of the Code shall and the regulations thereunder), or any affiliate of such person, whether paid or payable or distributed or distributable under this Agreement or otherwise ("PAYMENTS"), is or will be treated as subject to the Excise Tax, unless then Company will pay Executive an additional payment (a "GROSS-UP PAYMENT") in the opinion an amount such that after payment by Executive of nationally-recognized tax counsel selected by you all taxes (including any interest or penalties imposed with respect to such other payments or benefits (in whole or in part) do not constitute parachute paymentstaxes), including any income tax, employment tax, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) , imposed upon the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the Gross Up Payment, Executive retains an amount of the Gross-Up Payment, you shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable equal to the Excise Tax and federal and state and local income tax imposed on upon such payments. The determination of whether the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Payments are subject to Excise Tax and/or federal will be made by a nationally recognized accounting firm selected by the Company and state reasonably acceptable to Executive (the "ACCOUNTING FIRM"). The Accounting Firm will provide its determination (the "DETERMINATION"), together with detailed supporting calculations and local income tax deductiondocumentation, to the Company and Executive within ten (10) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) days of the Codetermination date of Executive's employment. In If the event Accounting Firm determines that the no Excise Tax is determined payable by Employee with respect to exceed the amount taken into account hereunder (including by reason of Payments, it will furnish the Employee with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to any payment the existence or amount of which cannot such Payments and, absent manifest error, such Determination will be determined at the time of the Gross-Up Payment)binding, final and conclusive upon the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedand Executive.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 3 (the "“Severance Payments")”) of this Addendum to the Employment Agreement, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "Gross-“Gross Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by Section 5 of this Section 6Addendum to the Employment Agreement, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this the Employment Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company’s independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company’s independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee’s residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determined.

Excise Tax. (a) In the event you become entitled that Executive is determined (as described below) to any amounts payable hereunder or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant be subject to this Agreement) excise tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Severance PaymentsCode"), if with respect to any of such Severance Payments are subject payments hereunder other than payments provided pursuant to the tax Section 8(d)(ix) hereunder (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof Executive as additional compensation an additional amount (the "Gross-Up Payment") such that the net amount retained by youwhich, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and taking into account any federal, state and local income tax, Medicare payroll deduction and excise tax and Excise Tax under Section 4999 of the Code (the "Executive Taxes") upon the payment provided for by this Section 69, shall be equal to the Total Paymentsamount of such Excise Tax. For purposes of determining whether any of the Severance Payments will be Executive is subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment Executive (whether pursuant to the terms of this Agreement hereof or pursuant to any other plan, arrangement or other agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together any entity affiliated with the Severance Payments, constitute Company) which payments (the "Total Contingent Payments") shall be treated as "parachute payments" within the meaning of are deemed contingent on a change described in Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1280G(b)(2)(A)(i) of the Code shall be treated as subject to the Excise Taxtaken into account, unless in the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be payments or benefits under this Agreement treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total all such payments and benefits hereunder as are Contingent Payments and (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); payable to Executive and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you Executive shall be deemed to pay federal income taxes the Executive Taxes at the highest marginal rate applicable rates of federal income such taxation in for the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencemade, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxesExecutive Taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you Executive shall repay to the Company within ten days after Company, at the time that the amount of such reduction in Excise Tax is finally determined determined, the portion of the Gross-Up Payment attributable to such reduction (plus the that portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deductionExecutive Taxes thereon) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-Up Payment to be refunded to the Company has been paid to any federal, state or local tax authority, repayment thereof shall not be required until actual refund or credit of such portion has been made to the Executive (which the Executive shall request, with the Company's assistance using the same procedure as set forth in paragraph (g) below) and interest payable to the Company shall not exceed interest received or credited to the Executive by such tax authority for the period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expenses thereof) if the Executive's good faith claim for refund or credit is denied. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or and amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional grossGross-up payment Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) within ten days after at the time that the amount of such excess is finally determined. Notwithstanding the foregoing, no Gross-Up Payment shall be made with respect to any payments made pursuant to Section 8(d) hereunder by reason of termination of employment by Executive for the reasons specified in Section 8(e)(i) or (ii) hereof.

Excise Tax. In the event you become that the Employee becomes entitled to any amounts payable hereunder or any other amounts the payments and benefits provided in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) Section 3 (the "“Severance Payments")”) of this Addendum to the Agreement, if any of such the Severance Payments are will be subject to the excise tax (the "“Excise Tax"”) imposed by under Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed)Code, the Company shall pay to you at the time specified in Section 7 hereof Employee an additional amount (the "“Gross-Up Payment"”) such that the net amount retained by youthe Employee, after deduction of any Excise Tax on the Total Severance Payments (as hereinafter defined) and any federalFederal, state and local income and employment tax and Excise Tax upon the payment payments and benefits provided for by Section 5 of this Section 6Addendum to the Agreement, shall be equal to the Total Severance Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: , (i) any other payments or benefits received or to be received by you the Employee in connection with a Change change in Control ownership or your control (within the meaning of section 280G of the Code and the regulations promulgated thereunder) of the Company or the Employee’s termination of employment by the Company without Cause or by the Employee for Good Reason (whether pursuant to the terms of this Agreement the Agreement, or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in Control change of control or any Person person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments"person) shall be treated as "“parachute payments" ” within the meaning of Section section 280G(b)(2) of the Code, and all "“excess parachute payments" ” within the meaning of Section section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected by you the Company’s independent auditors and reasonably acceptable to the Employee such other payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Section 280G(b)(4)(A) of the Code, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered rendered, within the meaning of Section 280G(b)(4section 280G(b)(4)(B) of the Code Code, in excess of the “base amount within the meaning of Section 280G(b)(3) of the Codeamount” allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax; , (ii) the amount of the Total Severance Payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Total Severance Payments and or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1section 280G(b)(l) of the Code (after applying Section 6(i) hereofclause (i); , above), and (iii) the value of any non-cash benefits or any deferred payments payment or benefit shall be determined by a nationally-recognized accounting firm selected by you the Company’s independent auditors in accordance with the principles of Sections sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, you the Employee shall be deemed to pay federal Federal income taxes at the highest marginal rate of federal Federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residencethe Employee’s residence on the date of termination, net of the maximum reduction in federal Federal income taxes which could be obtained from the deduction of such state and local taxes. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the Any Gross-Up Payment attributable to such reduction (plus Payments will be made by the portion end of the Gross-Up Payment attributable to Employee’s taxable year next following the Excise Tax and federal and state and local income tax imposed on Employee’s taxable year in which the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on Employee remits the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedrelated taxes.

Excise Tax. a) In the event you become entitled to that any amounts payable hereunder payment benefit or any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits entitlement received or to be received by you in connection with a Change in of Control of the Company or your the termination of your employment (whether payable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person person whose actions result in a Change in of Control of the Company or any Person person affiliated with the Company or such Personperson (the “Total Payments”, and each a “Payment”)) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (whichthe “Code”), or any corresponding provisions of state or local tax laws, or any interest or penalties are incurred by you with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as (the Severance Payments“Excise Tax”), constitute the "Total Payments") then you shall be treated as "parachute payments" within entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by you of all taxes (including, but not limited to, any income taxes, employment taxes, Excise Taxes and any interest or penalties imposed with respect to any such taxes) imposed upon the meaning of Section 280G(b)(2) Gross-Up Payment, you will retain an amount of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject Gross-Up Payment equal to the Excise Tax, unless in Tax imposed upon the opinion of nationally-recognized tax counsel selected by you such other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or Payments. Those Payments that are otherwise not subject to the Excise Tax; (ii) the amount of the Total Payments which shall be treated as subject to the Excise Tax shall be equal referred to herein as the lesser “Parachute Payments”. Notwithstanding the foregoing provisions of (A) the total amount of the Total Payments and (B) the amount of excess parachute payments within the meaning of this Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit 10, if it shall be determined by that you are entitled to a nationally-recognized accounting firm selected by you in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, but that the portion of the Payments that would be treated as “parachute payments” under Section 280G of the Code does not exceed 105% of the greatest amount of Parachute Payments that could be paid or otherwise provided to you shall be deemed such that the receipt of Parachute Payments would not give rise to pay federal income taxes at any Excise Tax (the highest marginal rate of federal income taxation in the calendar year in which the “Safe Harbor Amount”) then no Gross-Up Payment shall be made to you and the amounts payable under this Agreement shall be reduced so that the total Parachute Payments are reduced to the Safe Harbor Amount. The reduction of the amounts payable or otherwise provided under this Agreement, if applicable, shall be made by first reducing the Parachute Payments under Section 7(a); unless an alternative method of reduction is elected by you. For purposes of reducing the total Parachute Payments to the Safe Harbor Amount, only Parachute Payments payable or otherwise provided under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable or otherwise to be made and state and local income taxes at the highest marginal rate of taxation provided under this Agreement would not result in the state and locality of your residence, net a reduction of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In total Parachute Payments to the event that the Excise Tax is subsequently determined Safe Harbor Amount, no amounts payable or otherwise to be less than the amount taken into account hereunder, you provided under this Agreement shall repay be reduced pursuant to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined the portion of the this Section 10. The Company’s obligation to make Gross-Up Payment attributable Payments under this Section 10 shall not be conditioned upon your termination of employment. To the extent it is reasonable and proper for you to such reduction (plus do so, you will cooperate with the portion of the Gross-Up Payment attributable Company and its tax advisors to the minimize exposure to Excise Tax pursuant to this Section, including agreement to reasonable allocation of your compensation and federal and state and local income tax imposed on the Gross-Up Payment being repaid by you if reasonable changes in this Agreement, provided that any such repayment results allocation or change does not result in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount any loss of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined value or other adverse consequence to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedyou.

Excise Tax. In the event you become entitled to any amounts payable hereunder or any (a) Any other amounts in connection with a change in control (whether or not such amounts are payable pursuant to this Agreement) (the "Severance Payments"), if any of such Severance Payments are subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay to you at the time specified in Section 7 hereof an additional amount (the "Gross-Up Payment") such that the net amount retained by you, after deduction of any Excise Tax on the Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 6, shall be equal to the Total Payments. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (i) any other payments or benefits received or to be received by you in connection with a Change in Control or your termination of employment (whether pursuant to the terms provision of this Agreement to the contrary notwithstanding, if the present value (as defined herein) of the total amount of payments and benefits to be paid or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Change in Control or any Person affiliated with the Company or such Person) (which, together with the Severance Payments, constitute the "Total Payments") shall provided to you under this Agreement which are considered to be treated as "parachute payments" within the meaning of Section 280G(b)(2280G(b) of the Internal Revenue Code of 1986, as amended (the "Code"), and all when added to any other such "excess parachute payments" within the meaning of Section 280G(b)(1) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of nationally-recognized tax counsel selected received by you such other payments from the Company upon or benefits (in whole after a Change of Control, whether or in part) do not constitute parachute paymentsunder this Agreement, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code is in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not you can receive without causing you to be subject to an excise tax with respect to such amount on account of Code Section 4999, the Excise Tax; Company shall pay to you an additional amount (ii) hereinafter referred to as the amount of the Total Payments which shall be treated as subject to the "Excise Tax Premium"). The Excise Tax Premium shall be equal to the lesser of (A) excise tax determined under Code Sections 280G and 4999 attributable to the total amount of payments and benefits to be paid or provided to you under this Agreement and any other "parachute payments" received by you upon or after a Change of Control. The Excise Tax Premium shall also include any amount attributable to excise tax on the Total Payments Excise Tax Premium. The Company shall also pay to you an additional amount (the "Additional Amount") such that the net amount received by you, after paying any applicable Excise Tax Premium and (B) any federal or state income, excise or other tax on such additional amount, shall be equal to the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying Section 6(i) hereof); and (iii) the value of any non-cash benefits or any deferred payments or benefit shall be determined by a nationally-recognized accounting firm selected by that you in accordance with the principles of Sections 280G(d)(3) and (4) of the Codewould have received if such Excise Tax Premium were not applicable. For purposes of determining the amount of the Gross-Up Payment, you You shall be deemed to pay federal income taxes on the date of termination of your employment at the highest marginal rate of federal income taxation in the calendar year effect in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of your residence, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxestaxing jurisdiction. In the event that the Excise Tax is subsequently determined to be less than the The Additional Amount shall include any amount taken into account hereunder, you shall repay to the Company within ten days after the time that the amount of such reduction in Excise Tax is finally determined 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 and state and local income income, excise or other tax imposed on the Gross-Up Payment being repaid by you if such repayment results in a 5 5 reduction in Excise Tax and/or federal and state and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional gross-up payment in respect of such excess) within ten days after the time that the amount of such excess is finally determinedAdditional Amount.