Common use of Limitation on Payments Clause in Contracts

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) shall be either: delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance payments and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance payments and benefits under Section 3(b) this Agreement or otherwise payable to Employee shall be either: either delivered in fullfull (without the Company paying any portion of the Excise Tax), or delivered as to such lesser extent which would result in no portion of such severance payments and benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, basis of the greatest amount of severance payments and benefits, notwithstanding that all or some portion of such severance payments and benefits may be taxable under Section 4999 of subject to the CodeExcise Tax. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company’s a nationally-recognized independent public accountants immediately prior to Change of Control accounting firm designated by agreement between Employee and Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur Any reduction in connection with any calculations contemplated payments and/or benefits required by this Section 5 shall occur in the following order as reasonably determined by the Accountants: (1) reduction of vesting acceleration of “out-of-the-money” stock options or stock appreciation rights, (2) reduction of cash payments; (3) reduction of non-cash/non-equity-based payments or benefits and (4) reduction of vesting acceleration of equity-based awards (other than “out-of-the-money” stock options or stock appreciation rights); provided, however, that any non-taxable payments or benefits shall be reduced last in accordance with the same categorical ordering rule. In the event items described in (2) or (3) are to be reduced, reduction shall occur in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the Excise Tax will be the first payment to be reduced (with reductions made pro-rata in the event payments are owed at the same time). In the event that acceleration of vesting of equity-based awards is to be reduced, such acceleration of vesting shall be cancelled in a manner such as to obtain the best economic benefit for Employee (with reductions made pro-rata if economically equivalent), as determined by the Accountants. In no event will Employee exercise any discretion with respect to the ordering of any reduction of payments or benefits pursuant to this Section 5.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive You (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 46D, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Your severance and other benefits under Section 3(b) shall will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive You on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive You otherwise agree in writing, any determination required under this Section 4 shall 6D will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive You and the Company for all purposes. For purposes of making the calculations required by this Section 46D, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall You will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46D. In the event the Accountants determine that this Section 6D requires a reduction in Your severance or other benefits, You will be provided the reasonable opportunity to determine the order in which severance and other benefits will be reduced. If You fail to make an appropriate reduction election within the reasonable time period determined by the Committee, in its sole discretion, the order of reduction will be determined by the Committee.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 46, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee, which consent shall not be unreasonably withheld, delayed or conditioned (the “Firm”), immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Section 3(b) 2 shall be payable either: delivered (i) in full, or delivered (ii) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: either delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 46, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or and otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) ), and (ii) but for this Section 46, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b) shall 3 or otherwise payable to Executive will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the following order: (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code), (iii) reduction of employee benefits. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 8 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 3(b3(a)(i) shall be either: delivered in full, or delivered reduced as to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: delivered either (A) delivered, subject to any applicable tax or other withholdings, in full, or delivered as (B) delivered, subject to any applicable tax or other withholdings, to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee, on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s an independent public accountants immediately prior to Change of Control accountant chosen by the Company (the “AccountantsAccountant”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants Accountant may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants Accountant such information and documents as the Accountants Accountant may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants Accountant may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) ), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: either (A) delivered in full, or (B) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code; provided that, in connection with the reduction of payments that would otherwise constitute parachute payments, Employee may choose the amounts, types and priority of such reductions (e.g., whether cash, stock or otherwise) in Employee’s sole discretion. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 section shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Participant as a result of a Change in Control or Corporate Reorganization (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986(as defined), as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the EmployeeParticipant’s severance benefits under Section 3(b) this Agreement shall be either: (a) delivered in full, ; or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Participant, on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Participant otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Participant and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) 2 shall be payable either: delivered (i) in full, or delivered (ii) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance and other benefits under Section 3(b) shall will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. In the event the Accountants determine that this Section 9 requires a reduction in Executive's severance or other benefits, the reduction will occur in the following order: reduction of cash payments; reduction of employee benefits; cancellation of accelerated vesting of equity awards; cancellation of equity awards that are considered to be contingent upon the Change of Control transaction. If Executive fails to make an appropriate reduction election within the reasonable time period determined by the Board, in its sole discretion, the order of reduction shall be determined by the Board.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) this Agreement shall be payable either: delivered (a) in full, or delivered (b) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”)) selected by the Company, whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: (A) delivered in full, or (B) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b3(a)(i) shall be either: delivered in full, or delivered reduced as to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall will be made in writing by a national “Big Four” accounting firm selected by the Company’s independent public accountants immediately prior Company or such other person or entity to Change of Control which the parties mutually agree (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. Any reduction in payments and/or benefits required by this Section 4 shall occur in the following order: (1) reduction of cash payments; (2) reduction of full-value equity award vesting acceleration, (3) reduction of stock option vesting acceleration, and (4) reduction of other benefits paid to Employee. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant for Employee equity awards.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Service Code of 1986, as amended (the “Code”) ), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee’s severance Executive's benefits under Section 3(b) this Agreement shall be either: delivered either (A) delivered, subject to any applicable tax or other withholdings, in full, or delivered as (B) delivered, subject to any applicable tax or other withholdings, to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Executive, on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 47, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 7 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 7. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 47.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) ), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: either (A) delivered in full, or (B) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code; provided that, in connection with the reduction of payments that would otherwise constitute parachute payments, Executive may choose the amounts, types and priority of such reductions (e.g., whether cash, stock or otherwise) in Executive’s sole discretion. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (ix) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (iiy) but for this Section 46, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(bwill be either (i) shall be either: delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by the Company’s a well-recognized independent public accountants immediately prior to Change of Control accounting firm chosen by the Company (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: delivered in full, or delivered as payable to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company’s an independent public accountants immediately prior to Change of Control accountant firm designated by the Parent (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. In the event that the Employee is entitled to multiple benefits that constitute “parachute payments” and the Accountants determine that such benefits must be reduced under this Section 5, the Employee shall be entitled to determine the order in which such benefits are reduced, as long as after the reduction no portion of any such benefits is subject to the excise tax imposed by Section 4999 of the Code.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee’s severance Executive's benefits under Section 3(b) this Agreement shall be either: delivered either (A) delivered, subject to any applicable tax or other withholdings, in full, or delivered as (B) delivered, subject to any applicable tax or other withholdings, to such lesser extent which as would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Executive, on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 46, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the the-Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: • delivered in full, or • delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, • whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance and other benefits under Section 3(b) shall will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. In the event the Accountants determine that this Section 9 requires a reduction in Executive’s severance or other benefits, the reduction will occur in the following order: reduction of cash payments; reduction of employee benefits; cancellation of accelerated vesting of equity awards; cancellation of equity awards that are considered to be contingent upon the Change of Control transaction. If Executive fails to make an appropriate reduction election within the reasonable time period determined by the Board, in its sole discretion, the order of reduction shall be determined by the Board.

Limitation on Payments. In If the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b) hereunder shall be either: either (i) delivered in full, or (ii) delivered as to such lesser extent which which, or at such later time as, would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may (or might otherwise) be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 9 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes; provided that if benefits are reduced or deferred, the Executive shall choose the order in which such benefits are reduced or deferred. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. In the event a determination is made under this Section 9, the Company shall also require the Accountants to furnish Executive with a tax opinion regarding the calculations performed under this Section 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: delivered in full, or delivered as payable up to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company’s an independent public accountants immediately prior to Change of Control accountant firm designated by the Parent (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. In the event that the Employee is entitled to multiple benefits that constitute “parachute payments” and the Accountants determine that such benefits must be reduced under this Section 5, then any such reduction shall be applied first to amounts that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such amount, then such reduction shall be applied on a pro rata basis to all such amounts. Subject to the foregoing rules, the Employee shall be entitled to determine the order in which such benefits are reduced, as long as after the reduction no portion of any such benefits is subject to the excise tax imposed by Section 4999 of the Code.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 46, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax aftertax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Employee, including but not limited to, the Executive accelerated vesting of any stock options previously or hereafter granted to Employee, (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: delivered reduced to the extent necessary in full, or delivered as order to avoid such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the CodeExcise Tax. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 12 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 412, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 12. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 412.

Limitation on Payments. In the event that the severance and other benefits pay provided for in this Agreement or otherwise payable to the Executive Officer (i) constitute constitutes “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 413, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employeethan Officer’s severance benefits under Section 3(b) shall be either: delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to the excise tax under Section 4999 of the CodeCode (the “Reduced Amount”). When determining the Reduced Amount, whichever of the foregoing amountspayments and benefits to be provided under this Agreement shall be reduced, taking into account but not below zero, by reducing or eliminating the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Codecash payment. Unless the Company CNB and the Executive Officer otherwise agree in writing, any determination required under this Section 4 13 shall be made in writing by the CompanyCNB’s independent public accountants immediately prior to Change of Control (the “Accountants”)accountants, whose determination shall be conclusive and binding upon the Executive CNB and the Company Officer for all purposes. For purposes of making the calculations required by this Section 413, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company CNB and the Executive Officer shall furnish to the Accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section. The Company CNB shall bear all costs the Accountants accountants may reasonably incur in connection with any calculations contemplated by this Section 413.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 49, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Executive's severance and other benefits under Section 3(b) shall will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 9 will be made in writing by the Company’s independent public accountants immediately prior to a Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49. In the event the Accountants determine that this Section 9 requires a reduction in Executive's severance or other benefits, the reduction will occur in the following order: reduction of cash payments; reduction of employee benefits; cancellation of accelerated vesting of equity awards; cancellation of equity awards that are considered to be contingent upon the Change of Control transaction. If Executive fails to make an appropriate reduction election within the reasonable -4- time period determined by the Board, in its sole discretion, the order of reduction shall be determined by the Board.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Section 3(b) Sections 2 and 3 shall be payable either: delivered (a) in full, or delivered (b) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Sections 2 and 3, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 7(l) shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 47(l), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 47(l).

Limitation on Payments. In the event that the severance and other ----------------------- benefits provided for in this Agreement or otherwise payable to the Executive you (i) would constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s such severance and other benefits under Section 3(b) shall be either: either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive you on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless you and the Company and the Executive agree otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose . Such determination shall be conclusive and binding upon the Executive you and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company You and the Executive Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement letter or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(bthis offer letter will be either (a) shall be either: delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall section will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive shall Employee will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company Any reduction of benefits pursuant to this Section 16 shall bear all costs the Accountants may reasonably incur in connection be made on a pro-rata basis or such other methodology that complies with any calculations contemplated by this applicable requirements under Section 4409A of the Code.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement or otherwise payable to Employee shall be either: either delivered in fullfull (without Employer paying any portion of the Excise Tax due upon such payment), or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company Employer and the Executive Employee otherwise agree in writing, any determination required under this Section 4 9.6 shall be made in writing by the CompanyEmployer’s or an Affiliate’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company Employer for all purposes. For purposes of making the calculations required by this Section 49.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company Employer and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9.6. The Company Employer shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.6.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: either delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by a “Big Four” national accounting firm selected by the Company’s independent public accountants immediately prior to Change of Control Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (ix) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (iiy) but for this Section 4, 5 would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(bwill be either (i) shall be either: delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made, any non-cash amounts will be reduced prior to the reduction of any cash amounts. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company’s a well-recognized independent public accountants immediately prior to Change of Control accounting firm chosen by the Company (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) shall be either: delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b4(a)(i) shall be either: • delivered in full, or • delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, • whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.8. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive you (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the “"Code”) "), and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then the Employee’s severance your benefits under Section 3(b) this Agreement shall be either: either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive you on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive you otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive you and the Company for all purposes. For purposes of making the calculations required by this Section 49, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive you shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 9. The Company shall bear all costs that the Accountants may reasonably incur in connection with any calculations contemplated by this Section 49.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) 2 shall be payable either: delivered (i) in full, or delivered (ii) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be maybe taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: delivered in full, or delivered as payable up to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company’s an independent public accountants immediately prior to Change of Control accountant firm designated by the Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good good-faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45. In the event that the Employee is entitled to multiple benefits that constitute “parachute payments” and the Accountants determine that such benefits must be reduced under this Section 5, then any such reduction shall be applied first to amounts that constitute “deferred compensation” (within the meaning of Section 409A of the Code and the regulations thereunder). If there is more than one such amount, then such reduction shall be applied on a pro rata basis to all such amounts. Subject to the foregoing rules, the Employee shall be entitled to determine the order in which such benefits are reduced, as long as after the reduction no portion of any such benefits is subject to the excise tax imposed by Section 4999 of the Code.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b3(a)(i) shall be either: either a. delivered in full, or b. delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in amounts to be paid must be made so that benefits are delivered to a lesser extent, any cash amounts will be reduced or modified prior to the reduction of any non-cash amounts. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by a nationally recognized “Big Four” accounting firm selected by the Company’s independent public accountants immediately prior to Change of Control Company (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 5. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: either a. delivered in full, or b. delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in in- writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) shall be either: delivered payable either in full, or delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 2 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 42, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 42.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: delivered in full, or delivered as payable to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments and/or benefits required by this Section 5 shall occur in the following order unless the Employee elects in writing a different order prior to the date on which the event that triggers the severance payments and benefits due hereunder occurs: (1) reduction of cash payments; (2) cancellation of accelerated vesting of equity awards other than stock options; (3) cancellation of accelerated vesting of stock options; and (4) reduction of other benefits paid to the Employee. In the event that acceleration of vesting of equity award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards unless Employee elects in writing a different order for cancellation prior to the triggering event.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: (A) delivered in full, or (B) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to a Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, and shall take into account the value of reasonable compensation and any restrictive covenants to which Executive is subject to the maximum extent permitted under Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 48.

Limitation on Payments. In the event that the severance and payments or other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the EmployeeExecutive’s severance benefits under Section 3(b) this Agreement shall be either: either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. If a reduction in payments or benefits constituting “parachute payments” is necessary pursuant to the foregoing provision, reduction shall occur in the following order: reduction of cash payments; cancellation of accelerated vesting of stock awards; reduction of employee benefits. If acceleration of vesting of stock award compensation is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s stock awards. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 5.6 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposespurposes and may be relied upon by the Company. For purposes of making the calculations required by this Section 45.6, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive shall furnish further to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 5.6. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.6.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: • delivered in full, or • delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.8. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 44.2(b), would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance and other benefits under Section 3(b) shall will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 4.2(b) will be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 44.2(b), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 44.2(b). In the event the Accountants determine that this Section 4.2(b) requires a reduction in Executive’s severance or other benefits, Executive will be provided the reasonable opportunity to determine the order in which severance and other benefits will be reduced. If Executive fails to make an appropriate reduction election within the reasonable time period determined by the Committee, in its sole discretion, the order of reduction will be determined by the Committee.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, 1986 as amended (the “Code”) and (ii) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b3(a)(i) shall be either: either delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, amounts taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company’s independent public accountants Accountants immediately prior to Change of Control (the “Accountants”)Control, whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: • delivered in full, or • delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, • whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.8. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4, would be subject to the excise tax lax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Employee’s severance benefits under Section 3(b) this Agreement shall be either: either delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may may-rely on reasonable, good faith interpretations concerning concerning, the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive you (i) would constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4section (c), would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s such severance benefits under Section 3(b) shall be either: either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive you on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless you and the Company and the Executive agree otherwise agree in writing, any determination required under this Section 4 section 6(c) shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive you and the Company for all purposes. For purposes of making the calculations required by this Section 4section 6(c), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company You and the Executive Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4section 6(c).

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive you (i) would constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4paragraph, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s such severance benefits under Section 3(b) shall be either: either (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive you on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless you and the Company and the Executive agree otherwise agree in writing, any determination required under this Section 4 paragraph shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive you and the Company for all purposes. For purposes of making the calculations required by this Section 4paragraph, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company You and the Executive Company shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Sectionsection. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4paragraph.

Limitation on Payments. In If the event that the severance and other benefits provided for in this Amended Agreement or otherwise payable to the Executive (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 411, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance Executive's benefits under Section 3(b) hereunder shall be either: either (i) delivered in full, or (ii) delivered as to such lesser extent which which, or at such later time as, would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may (or might otherwise) be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 11 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes; provided that if benefits are reduced or deferred, the Executive shall choose the order in which such benefits are reduced or deferred. For purposes of making the calculations required by this Section 411, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 411.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) shall be either: delivered payable either in full, or delivered as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 2 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 42, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.Section

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable any payment to the Executive Employee, including any payment made in respect of the Retention Bonus, (i) constitute constitutes a “parachute paymentspayment” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 43(a), would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) shall this Agreement or otherwise payable to Employee will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income and employment taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless If a reduction in benefits constituting “parachute payments” is necessary so that benefits are delivered to a lesser extent, reduction will occur in the Company following order: (i) reduction of cash payments; (ii) cancellation of awards granted “contingent on a change in ownership or control” (within the meaning of Section 280G of the Code) and the Executive otherwise agree in writing, any (iii) reduction of employee benefits. Any determination required under this Section 4 shall 3(a) will be made in writing by the Company’s independent public accountants immediately prior to Change of Control the Closing or such other person or entity to which the parties mutually agree (the “AccountantsFirm”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 43(a), the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 3(a). The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 43(a).

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (iib) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the EmployeeExecutive’s severance benefits under Section 3(b) this Agreement shall be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this SectionSection 4. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4. In the event that a reduction is required, the reduction shall be applied first to any benefits that are not subject to Section 409A of the Code, and then shall be applied to benefits (if any) that are subject to Section 409A of the Code, with the benefits payable latest in time subject to reduction first. 5.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or and/or other payments and benefits otherwise payable provided to the Executive (i) you constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986and, as amended (the “Code”) and (ii) but for this Section 46(f), would be subject to the excise tax imposed by Code Section 4999 of the Codethen, then the Employee’s at your election, your severance benefits under this Section 3(b) shall 6 and the other payments and benefits otherwise provided to you, will be either: either delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Code Section 4999 of the Code4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in the receipt by the Executive you on an after-tax basis, of the greatest amount of severance such payments and benefits, notwithstanding that all or some portion of such severance payments and benefits may be taxable under Code Section 4999 of the Code4999. Unless you and the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 6(f) will be made in writing by the Company’s outside legal counsel or independent public accountants immediately prior to Change of Control or other firm selected by the Company (the “AccountantsFirm”), whose determination shall will be conclusive and binding upon the Executive you and the Company for all purposes. For purposes of making the calculations required by this Section 46(f), the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company You and the Executive shall Company will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46(f). Any reduction made pursuant to this Section 6(f) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable (v) Partial Credit Payments (as defined below) and (vi) non- cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, a “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, a “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall you have any discretion with respect to the ordering of payment reductions.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive You (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 46D, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s Your severance and other benefits under Section 3(b) shall will be either: (i) delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance and other benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive You on an after-tax basis, of the greatest amount of severance and other benefits, notwithstanding that all or some portion of such severance and other benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive You otherwise agree in writing, any determination required under this Section 4 shall 6D will be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall will be conclusive and binding upon the Executive You and the Company for all purposes. For purposes of making the calculations required by this Section 46D, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall You will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46D. In the event the Accountants determine that this Section 6D requires a reduction in Your severance or other benefits, You will be provided the reasonable opportunity to determine the order in which severance and other benefits will be reduced. If You fail to make an appropriate reduction election within the reasonable time period determined by the Board, in its sole discretion, the order of reduction will be determined by the Board.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4, 6 would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 3(b) 4 shall be either: delivered payable either (i) in full, or delivered (ii) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. -3- 4 (b) If a reduction in the payments and benefits that would otherwise be paid or provided to the Employee under the terms of this Agreement is necessary to comply with the provisions of Section 6(a), the Employee shall be entitled to select which payments or benefits will be reduced and the manner and method of any such reduction of such payments or benefits (including but not limited to the number of options that would vest under Sections 4(a)(i)(A)) subject to reasonable limitations (including, for example, express provisions under the Company's benefit plans) (so long as the requirements of Section 6(a) are met). Within thirty (30) days after the amount of any required reduction in payments and benefits is finally determined in accordance with the provisions of Section 6(c), the Employee shall notify the Company in writing regarding which payments or benefits are to be reduced. If no notification is given by the Employee, the Company will determine which amounts to reduce. If, as a result of any reduction required by Section 6(a), amounts previously paid to the Employee exceed the amount to which the Employee is entitled, the Employee will promptly return the excess amount to the Company. (c) Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 6 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 46. 7.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Mx. Xxxxxx (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance Mx. Xxxxxx’x benefits under Section 3(b) 1 shall be payable either: delivered (i) in full, or delivered (ii) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Mx. Xxxxxx on an after-tax basis, of the greatest amount of severance benefitsbenefits under Section 1, notwithstanding that all or some portion of such severance benefits may be maybe taxable under Section 4999 of the Code. Unless the Company and the Executive Mx. Xxxxxx otherwise agree in writing, any determination required under this Section 4 3 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Mx. Xxxxxx and the Company for all purposes. For purposes of making the calculations required by this Section 43, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Mx. Xxxxxx shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 43.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Exhibit 10.18 Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: • delivered in full, or • delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.8. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.

Limitation on Payments. In the event that the severance and other benefits pay provided for in this Agreement or otherwise payable to the Executive Officer (i) constitute constitutes “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 412, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employeethan Officer’s severance benefits under Section 3(b) pay shall be either: delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits pay being subject to the excise tax under Section 4999 of the CodeCode (the “Reduced Amount”). When determining the Reduced Amount, whichever of the foregoing amountspayments to be provided under this Agreement shall be reduced, taking into account but not below zero, by reducing or eliminating the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Codecash payments. Unless the Company CNB and the Executive Officer otherwise agree in writing, any determination required under this Section 4 12 shall be made in writing by the CompanyCNB’s independent public accountants immediately prior to Change of Control (the “Accountants”)accountants, whose determination shall be conclusive and binding upon the Executive CNB and the Company Officer for all purposes. For purposes of making the calculations required by this Section 412, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company CNB and the Executive Officer shall furnish to the Accountants such information and documents as the Accountants accountants may reasonably request in order to make a determination under this Section. The Company CNB shall bear all costs the Accountants accountants may reasonably incur in connection with any calculations contemplated by this Section 412.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or and/or other payments and benefits otherwise payable provided to the Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (iib) but for this Section 45, would be subject to the excise tax imposed by Section 4999 of the Code, then then, at the Employeeelection of Executive, Executive’s severance benefits under Section 3(b3, and/or the other payments and benefits otherwise provided to Executive, will be either (i) shall be either: delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits and other payments and benefits, notwithstanding that all or some portion of such severance benefits and other payments and benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 5 will be made in writing by the Company’s outside legal counsel or independent public accountants immediately prior to Change of Control or other firm selected by the Company (the “AccountantsFirm”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 45. Any reduction made pursuant to this Section 5 shall be made in accordance with the following order of priority: (A) stock options whose exercise price exceeds the fair market value of the optioned stock (i.e., “underwater options”) (B) Full Credit Payments (as defined below) that are payable in cash, (C) non-cash Full Credit Payments that are taxable, (D) non-cash Full Credit Payments that are not taxable (E) Partial Credit Payments (as defined below) and (F) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time).

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Executive: (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b) this Agreement shall be payable either: delivered (a) in full, or delivered (b) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”)) selected by the Company, whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4Section.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance benefits under Section 3(b) Sections 2 and 3 shall be payable either: delivered (i) in full, or delivered (ii) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefitsbenefits under Sections 2 and 3, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 5 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 45, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 45.

Limitation on Payments. In the event that the severance and other any benefits provided for in under this Agreement or otherwise payable to Executive in connection with the Executive transactions contemplated by the Merger Agreement (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 4paragraph, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance such benefits under Section 3(b) shall be either: delivered payable either (A) in full, or delivered (B) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination All determinations required under this Section 4 paragraph shall be made in writing by the CompanyParent’s independent public accountants immediately prior to Change of Control (the “Accountants”)accountants, whose determination shall be final, conclusive and binding upon the Executive and the Company Parent for all purposes. For purposes of making the calculations required by this Section 4paragraph, the Accountants accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the All amounts payable to Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The paragraph shall be paid as soon as practicable after the event giving rise to payment of any excise tax under Section 4999 of the Code by Executive, but no later than the December 31 of the year next following the year in which Executive, or the Company shall bear all costs on behalf of Executive, remits the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4excise taxes due.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 48, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b4(a)(i) shall be either: delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 8 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 48, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.8. If payment is to be in a lesser amount then reduction shall occur in the following order: (i) reduction of payments of cash; and (ii) reduction in equity awards; and in each category reduction shall be pro rata between those payments subject to Section 409A and payments not subject to Section 409A.

Limitation on Payments. (a) In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s severance 's benefits under Section 3(b) 2 shall be payable either: delivered (i) in full, or delivered (ii) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-after- tax basis, of the greatest amount of severance benefitsbenefits under Section 2, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections Section 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or and/or other payments and benefits otherwise payable provided to the Executive (i) you constitute “parachute payments” within the meaning of Code Section 280G of the Internal Revenue Code of 1986and, as amended (the “Code”) and (ii) but for this Section 46(f), would be subject to the excise tax imposed by Code Section 4999 of the Codethen, then the Employee’s at your election, your severance benefits under this Section 3(b) shall 6 and the other payments and benefits otherwise provided to you, will be either: either delivered in full, or delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Code Section 4999 of the Code4999, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in the receipt by the Executive you on an after-tax basis, of the greatest amount of severance such payments and benefits, notwithstanding that all or some portion of such severance payments and benefits may be taxable under Code Section 4999 of the Code4999. Unless you and the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 6(f) will be made in writing by the Company’s outside legal counsel or independent public accountants immediately prior to Change of Control or other firm selected by the Company (the “AccountantsFirm”), whose determination shall will be conclusive and binding upon the Executive you and the Company for all purposes. For purposes of making the calculations required by this Section 46(f), the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company You and the Executive shall Company will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46(f). Any reduction made pursuant to this Section 6(f) shall be made in accordance with the following order of priority: (i) stock options whose exercise price exceeds the fair market value of the optioned stock (“Underwater Options”) (ii) Full Credit Payments (as defined below) that are payable in cash, (iii) non-cash Full Credit Payments that are taxable, (iv) non-cash Full Credit Payments that are not taxable (v) Partial Credit Payments (as defined below) and (vi) non-cash employee welfare benefits. In each case, reductions shall be made in reverse chronological order such that the payment or benefit owed on the latest date following the occurrence of the event triggering the excise tax will be the first payment or benefit to be reduced (with reductions made pro-rata in the event payments or benefits are owed at the same time). For purposes of this Agreement, a “Full Credit Payment” means a payment, distribution or benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, that if reduced in value by one dollar reduces the amount of the parachute payment (as defined in Code Section 280G) by one dollar, determined as if such payment, distribution or benefit had been paid or distributed on the date of the event triggering the excise tax. For purposes of this Agreement, a “Partial Credit Payment” means any payment, distribution or benefit that is not a Full Credit Payment. In no event shall you have any discretion with respect to the ordering of payment reductions.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive (ia) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (iib) but for this Section 411, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b8 will be either (i) shall be either: delivered in full, or (ii) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall 11 will be made in writing by the Company’s independent public accountants immediately prior to the Change of Control (the “Accountants”), whose determination shall will be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 411, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall will furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 411.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 46, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s 's severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee's equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee's equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee's equity awards. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46.

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Executive: (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”) and (ii) but for this Section 4Section, would be subject to the excise tax imposed by Section 4999 of the Code, then the EmployeeExecutive’s severance benefits under Section 3(b) this Agreement shall be payable either: delivered (a) in full, or delivered (b) as to such lesser extent amount which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive on an after-tax basis, of the greatest amount of severance benefitsbenefits under this Agreement, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s independent public accountants immediately prior to Change of Control (the “Accountants”)) selected by the Company, whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required by this Section 4Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section. Any reduction in payments under this Section 4shall first come from cash severance payments, then equity acceleration (with the reduction in such grants occurring in reverse chronological order and with any amount constituting deferred compensation subject to Section 409A of the Code occurring first).

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and (ii) but for this Section 46, would be subject to the excise tax imposed by Code Section 4999 of (the Code“Excise Tax”), then the Employee’s severance benefits under Section 3(b) shall will be either: (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the CodeExcise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999Excise Tax, results in the receipt by the Executive Employee on an after-tax aftertax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Code Section 4999 4999. If a reduction in the severance and other benefits constituting “parachute payments” is necessary so that no portion of such severance benefits is subject to the Excise Tax, the reduction shall occur in the following order: (1) reduction of the Codecash severance payments; (2) cancellation of accelerated vesting of the Employee’s equity awards; and (3) reduction of continued employee benefits. In the event that acceleration of vesting of the Employee’s equity awards is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Employee’s equity awards. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall 6 will be made in writing by an independent firm selected by the Company’s independent public accountants Company with the consent of Employee (the “Firm”), which consent shall not be unreasonably withheld, delayed or conditioned, immediately prior to Change the change of Control (the “Accountants”)control, whose determination shall will be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 46, the Accountants Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999 of the Code4999. The Company and the Executive shall Employee will furnish to the Accountants Firm such information and documents as the Accountants Firm may reasonably request in order to make a determination under this SectionSection 6. The Company shall will bear all costs the Accountants Firm may reasonably incur in connection with any calculations contemplated by this Section 46. If, prior to a change of control, none of the Company’s securities are “Tradable” (which shall mean “readily tradable on an established securities market or otherwise,” as described in Section 1.280G-1, Q/A-6 of the Treasury Regulations under Code Section 280G), then, upon your written request, the Company will submit any potential “parachute payments” in excess of three times your applicable “base amount” (as defined in Code Section 280G(b)(3)) for approval by the Company’s stockholders, all in accordance with Code Section 280G(b)(5).

Limitation on Payments. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to the Executive Employee (i) constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and (ii) but for this Section 4, would be subject to the excise tax imposed by Section 4999 of the Code, then the Employee’s 's severance benefits under Section 3(b3(a)(i) shall be either: either (a) delivered in full, or (b) delivered as to such lesser extent which would result in no portion of such severance benefits being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999, results in the receipt by the Executive Employee on an after-tax basis, of the greatest amount of severance benefits, notwithstanding that all or some portion of such severance benefits may be taxable under Section 4999 of the Code. Unless the Company and the Executive Employee otherwise agree in writing, any determination required under this Section 4 shall be made in writing by the Company’s 's independent public accountants immediately prior to Change of Control (the “"Accountants”"), whose determination shall be conclusive and binding upon the Executive Employee and the Company for all purposes. For purposes of making the calculations required by this Section 4, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and the Executive Employee shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 4.. (5)