Common use of 280G Matters Clause in Contracts

280G Matters. a. Anything in this Agreement to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. b. If the Accounting Firm determines that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm under this Paragraph shall be binding upon the Company and Executive. In connection with making determinations under this Paragraph, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including any non-competition provisions that may apply to Executive and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s benefit shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph shall be borne by the Company.

280G Matters. a. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Accounting Firm shall determine that receipt Company to or for the benefit of all Payments Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject Executive to an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Accounting Firm shall (as defined below) shall, in consultation with Executive’s legal counsel or other advisor designated by Executive (“Executive’s Advisor”), determine whether some amount to reduce any of Agreement the Payments meets to Executive so that the definition Parachute Value (as defined below) of “Reduced Amount.” If all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Payments shall be so reduced only if the Accounting Firm determines determines, subject to the approval of Executive’s Advisor, with such approval not to be unreasonably withheld or delayed, that there is Executive would have a Reduced Amount, then greater Net After-Tax Receipt (as defined below) of aggregate Payments if the aggregate Agreement Payments shall be reduced to such Reduced Amountwere so reduced. b. (ii) If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the Reduced aggregate, equals the applicable Safe Harbor Amount, and Executive’s Advisor approves such determination, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm and approved by Executive’s Advisor under this Paragraph Section 4(f) shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of Executive. In connection with making determinations ’s termination of employment. (iii) The reduction contemplated by this Section 4(f), if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under this Paragraphthe following sections in the following order: (A) any Payments as a result of the acceleration of the vesting of performance-based Equity Awards pursuant to Section 4(e)(i)(B), (B) any Payments under Section 4(e)(i)(A) that is a “parachute payment” within the Accounting Firm shall take into account meaning of Section 280G of the value Code, (C) any other cash Payments that are “parachute payments” and would be made upon a Change of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including beginning with payments that would be made last in time and (D) any non-competition provisions that may apply to Executive and Payments as a result of accelerated vesting of Equity Awards for which the Company shall cooperate amount considered contingent on the change in the valuation of any such servicesownership or control is determined in accordance with Treasury Regulation 1.280G-1, including any non-competition provisionsQ&A 24(c). c. (iv) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement which that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which that will have not been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, case consistent with the calculation of the Reduced applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes believes, and Executive’s Advisor agrees, has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s the benefit of Executive shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeCompany; provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section Sections 1 and Section or 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, Executive shall only be required to pay to the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive’s benefit , together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. . (v) All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph Section 4(f) shall be borne by the Company, and the Company shall reimburse Executive for all reasonable advisory fees incurred with respect to this Section 4(f) (including for services provided by Executive’s Advisor) and any legal and accounting fees incurred with respect to disputes related thereto (including for services provided by Executive’s Advisor). (vi) The following terms shall have the following meanings for purposes of this Section 4(f):

280G Matters. a. 6.6.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Accounting Firm shall determine that receipt Company to or for the benefit of all Payments Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject Executive to an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Accounting Firm (as defined below) shall, in consultation with Executive’s legal counsel or other advisor designated by Executive (“Executive’s Advisor”), calculate whether to reduce any of the Payments to Executive so that the Parachute Value (as defined below) of all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Payments shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If be so reduced only if the Accounting Firm determines determines, subject to the approval of Executive’s Advisor, with such approval not to be unreasonably withheld or delayed, that there is Executive would have a Reduced Amount, then greater Net After-Tax Receipt (as defined below) of aggregate Payments if the aggregate Agreement Payments shall be reduced to such Reduced Amountwere so reduced. b. 6.6.2 If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the Reduced aggregate, equals the applicable Safe Harbor Amount, and Executive’s Advisor approves such determination, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm and approved by Executive’s Advisor under this Paragraph Section 6.6 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of Executive. In connection with making determinations ’s termination of employment. 6.6.3 The reduction contemplated by this Section 6.6, if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under this Paragraphthe following sections in the following order: (i) any Payments as a result of the acceleration of the vesting of performance-based Equity Awards pursuant to Section 6.4.2(iv), (ii) any Payments under Section 6.4.2(iii) that are “parachute payments” within the Accounting Firm shall take into account meaning of Section 280G of the value Code, (iii) any other cash Payments that are “parachute payments” that would be made upon a Change of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including beginning with payments that would be made last in time and (iv) any non-competition provisions that may apply to Executive and Payments as a result of accelerated vesting of Equity Awards for which the Company shall cooperate amount considered contingent on the change in the valuation of any such servicesownership or control is determined in accordance with Treasury Regulation 1.280G-1, including any non-competition provisionsQ&A 24(c). c. 6.6.4 As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement which that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which that will have not been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, case consistent with the calculation of the Reduced applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes believes, and Executive’s Advisor agrees, has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s the benefit of Executive shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeCompany; provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section Sections 1 and Section or 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, Executive shall only be required to pay to the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive’s benefit , together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. . 6.6.5 All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph Section 6.6 shall be borne by the Company, and the Company shall reimburse Executive for all reasonable advisory fees incurred with respect to this Section 6.6(including for any services provided by Executive’s Advisor) and any legal and accounting fees incurred with respect to disputes related thereto (including for any services provided by Executive’s Advisor). 6.6.6 In connection with making determinations under this Section 6.6, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive before or after the Change of Control, including any agreement not to render services to competitors pursuant to the non-competition provisions applicable to Executive under Section 5 of this agreement and any other non-competition provisions that may apply to Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. 6.6.7 The following terms shall have the following meanings for purposes of this Section 6.6:

280G Matters. a. Anything (a) If any payment to or in respect of Executive by the Company or any Affiliate, whether pursuant to this Agreement or otherwise (a “Payment”), is determined by the Auditor (as defined below) to be a “parachute payment” as defined in Section 280G(b)(2) of the Code (as defined below) (a “Parachute Payment”) and also to be subject to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject Executive to excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being herein collectively referred to as the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced AmountExcise Tax”), then the aggregate amount of the Parachute Payments otherwise payable to Executive under this Agreement (unless otherwise agreed by Executive) shall be reduced if and to the extent that such reduction would result in Executive retaining a greater net after-tax amount than Executive would have retained had he received the full amount of the Parachute Payments (and paid the applicable Excise Tax), with such reductions coming first from amounts that are exempt from Section 409A and, thereafter, from amounts that are subject to Section 409A, in each case in reverse chronological order of their scheduled distributions. (b) All determinations required to be made under this Section 6, including whether an Excise Tax is payable by Executive, the amount of such Excise Tax and the determination of which Parachute Payments shall be reduced reduced, shall be made by the Company’s regular auditor, unless Executive objects to such Reduced Amount. b. the use of that auditor, in which event the auditor shall be an independent auditor or other independent professional services organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company and reasonably acceptable to Executive, which auditor shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control (the “Auditor”). If the Accounting Firm Auditor determines that the aggregate Payments to Executive under this Agreement Payments should be reduced to the Reduced Amountin accordance with Section 6(a), the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm Auditor under this Paragraph Section 6 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 10 days following the date of Executive’s termination of employment. In connection with making determinations under All fees and expenses of the Auditor shall be borne solely by the Company. (c) For purposes of this ParagraphAgreement, the Accounting Firm term “Code” shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section. The parties acknowledge that Executive’s agreement to be bound by the confidentiality and restrictive covenant provisions set forth in the Third Amended and Restated Limited Liability Company Agreement of Virtu Financial LLC, a Delaware limited liability company, dated as of April 15, 2015 and incorporated by reference into the Option Agreement (collectively, the “Noncompetition Restrictions”) are partial consideration for the Company’s entering into this Agreement, and that at the request of Executive, the Company shall cause the Auditor to take into account the value of any reasonable compensation for services to be rendered by Executive before or after the a Change in Control, including any non-competition provisions that may apply to Executive the Noncompetition Restrictions, in computing the amount of Parachute Payments under Section 280G of the Code, and the Company shall cooperate with Executive and the Auditor in the valuation of any performing such services, including any non-competition provisionsvaluation. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s benefit shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph shall be borne by the Company.

280G Matters. a. Anything (a) If any payment to or in respect of Executive by the Company or any Affiliate, whether pursuant to this Agreement or otherwise (a “Payment”), is determined by the Auditor (as defined below) to be a “parachute payment” as defined in Section 280G(b)(2) of the Code (as defined below) (a “Parachute Payment”) and also to be subject to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject Executive to excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being herein collectively referred to as the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced AmountExcise Tax”), then the aggregate amount of the Parachute Payments otherwise payable to Executive under this Agreement (unless otherwise agreed by Executive) shall be reduced if and to the extent that such reduction would result in Executive retaining a greater net after-tax amount than Executive would have retained had he received the full amount of the Parachute Payments (and paid the applicable Excise Tax), with such reductions coming first from amounts that are exempt from Section 409A and, thereafter, from amounts that are subject to Section 409A, in each case in reverse chronological order of their scheduled distributions. (b) All determinations required to be made under this Section 6, including whether an Excise Tax is payable by Executive, the amount of such Excise Tax and the determination of which Parachute Payments shall be reduced reduced, shall be made by the Company’s regular auditor, unless Executive objects to such Reduced Amount. b. the use of that auditor, in which event the auditor shall be an independent auditor or other independent professional services organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company and reasonably acceptable to Executive, which auditor shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control (the “Auditor”). If the Accounting Firm Auditor determines that the aggregate Payments to Executive under this Agreement Payments should be reduced to the Reduced Amountin accordance with Section 6(a), the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm Auditor under this Paragraph Section 6 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 10 days following the date of Executive’s termination of employment. In connection with making determinations under All fees and expenses of the Auditor shall be borne solely by the Company. (c) For purposes of this ParagraphAgreement, the Accounting Firm term “Code” shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section. The parties acknowledge that Executive’s continuing agreement to be bound by the confidentiality and restrictive covenant provisions set forth in the Third Amended and Restated Limited Liability Company Agreement of Virtu Financial LLC, a Delaware limited liability company, dated as of April 15, 2015, as amended (collectively, the “Noncompetition Restrictions”) are partial consideration for the Company’s entering into this Agreement, and that at the request of Executive, the Company shall cause the Auditor to take into account the value of any reasonable compensation for services to be rendered by Executive before or after the a Change in Control, including any non-competition provisions that may apply to Executive the Noncompetition Restrictions, in computing the amount of Parachute Payments under Section 280G of the Code, and the Company shall cooperate with Executive and the Auditor in the valuation of any performing such services, including any non-competition provisionsvaluation. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s benefit shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph shall be borne by the Company.

280G Matters. a. Anything in this Agreement (a) Prior to the contrary notwithstandingClosing, the Company will provide each “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) with the opportunity to either (i) unconditionally waive and forfeit such “disqualified individual’s” rights to any payment or benefits that would constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) (the “Unconditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments” (within the meaning of Section 280G of the Code) or (ii) waive such “disqualified individual’s” rights to some or all of such payments or benefits (the “Conditionally Waived 280G Benefits”) so that all remaining payments and/or benefits, if any, shall not be deemed to be “excess parachute payments;” provided that, following the execution of the waivers with respect to the Conditionally Waived 280G Benefits, the Company will submit to a stockholder vote (along with adequate disclosure satisfying the requirements of Section 280G(b)(5)(B)(ii) of the Code and any regulations promulgated thereunder) the right of any such “disqualified individual” to receive the Conditionally Waived 280G Benefits. Not less than five Business Days prior to soliciting such waivers and, if applicable, stockholder vote, the Company shall provide drafts of such materials (incorporating the information regarding Parent 280G Payments in the notice from Parent provided pursuant to Section 7.14(c)) to Parent for its review and approval prior to soliciting such waivers and, if applicable, soliciting such stockholder vote. Any Unconditionally Waived 280G Benefits shall not be made or provided. If any of the Conditionally Waived 280G Benefits fail to be approved by the stockholders as contemplated above, such Conditionally Waived 280G Benefits shall not be made or provided. Parent will provide the Company with information regarding any payment then anticipated to be made by Parent following the Closing that would reasonably be expected to constitute a “parachute payment” (within the meaning of Section 280G(b)(2)(A) of the Code) to any “disqualified individual” with respect to the Company (within the meaning of Section 280G(c) of the Code) and will cooperate as reasonably requested by the Company in connection with the Company’s compliance with this Section 7.14. (b) In the event that the Accounting Firm shall determine that receipt of all Payments would subject Executive Company solicits waivers with respect to tax under Section 4999 of the Codeany Conditionally Waived 280G Benefits, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced to such Reduced Amount. b. If the Accounting Firm determines that the aggregate Agreement Payments should be reduced prior to the Reduced AmountEffective Time, the Company shall promptly give Executive notice deliver to Parent evidence reasonably acceptable to Parent that effect and a copy vote of the detailed calculation stockholders of the Company was solicited in accordance with the foregoing provisions of this Section 7.14 and that either (i) the requisite number of votes of the stockholders of the Company was obtained with respect to the Conditionally Waived 280G Benefits (the “280G Approval”) or (ii) the 280G Approval was not obtained, and, as a consequence, the Conditionally Waived 280G Benefits shall not be made or provided. In no event shall this Section 7.14 be construed to require the Company or any Subsidiary thereof to compel any Person to waive any existing rights under any Contract that such Person has with the Company or any Subsidiary thereof, and Executive may then elect, in his sole discretion, which and how much no event shall the Company or any Subsidiary thereof be deemed in breach of this Section 7.14 if any such Person refuses to waive any such rights or any or all of the Agreement stockholders fail to approve any Conditionally Waived 280G Benefits. (c) Notwithstanding anything contained herein to the contrary, with respect to each individual whom the Company has identified in written notice to Parent no later than January 15, 2014 as a disqualified individual, (i) the Company shall have no obligation to seek waivers from any such person with respect to any payment or benefit attributable to any actual or proposed agreements or arrangements entered into or proposed by or at the behest of Parent or its Affiliates to which the Company is not a party as of January 15, 2014 (“Parent 280G Payments”) and (ii) no amounts with respect to Parent 280G Payments shall be eliminated treated as payments or reduced (as long as after such election benefits that could constitute or contribute to the Present Value calculation of any potential parachute payments for purposes of the aggregate Agreement Payments equals the Reduced Amountrequirements of this Section 7.14 or Section 9.1(a)(iv). All determinations made by the Accounting Firm under this Paragraph shall be binding upon the Company and Executive. In connection with making determinations under this Paragraph, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including any non-competition provisions that may apply to Executive and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”)except, in each case, consistent with to the calculation of the Reduced Amount hereunder. In the event extent that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes Parent has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s benefit shall be repaid by Executive provided written notice to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if nature and amount of any actual or potential Parent 280G Payments with respect to the extent such deemed repayment would not either reduce identified disqualified individuals no later than three (3) Business Days after Parent has received the amount on which Executive is subject to tax under notice specified in this Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph shall be borne by the Company7.14(c).

280G Matters. a. Anything (a) If any payment to or in respect of Executive by the Company or any Affiliate, whether pursuant to this Agreement or otherwise (a “Payment”), is determined by the Auditor (as defined below) to be a “parachute payment” as defined in Section 280G(b)(2) of the Code (as defined below) (a “Parachute Payment”) and also to be subject to the contrary notwithstanding, in the event that the Accounting Firm shall determine that receipt of all Payments would subject Executive to excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, being herein collectively referred to as the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced AmountExcise Tax”), then the aggregate amount of the Parachute Payments otherwise payable to Executive under this Agreement (unless otherwise agreed by Executive) shall be reduced if and to the extent that such reduction would result in Executive retaining a greater net after-tax amount than Executive would have retained had he received the full amount of the Parachute Payments (and paid the applicable Excise Tax), with such reductions coming first from amounts that are exempt from Section 409A and, thereafter, from amounts that are subject to Section 409A, in each case in reverse chronological order of their scheduled distributions. (b) All determinations required to be made under this Section 6, including whether an Excise Tax is payable by Executive, the amount of such Excise Tax and the determination of which Parachute Payments shall be reduced reduced, shall be made by the Company’s regular auditor, unless Executive objects to such Reduced Amount. b. the use of that auditor, in which event the auditor shall be an independent auditor or other independent professional services organization that is a certified public accounting firm recognized as an expert in determinations and calculations for purposes of Section 280G of the Code selected by the Company and reasonably acceptable to Executive, which auditor shall not, without Executive’s consent, be a firm serving as accountant or auditor for the individual, entity or group effecting the Change in Control (the “Auditor”). If the Accounting Firm Auditor determines that the aggregate Payments to Executive under this Agreement Payments should be reduced to the Reduced Amountin accordance with Section 6(a), the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm Auditor under this Paragraph Section 6 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 10 days following the date of Executive’s termination of employment. In connection with making determinations under All fees and expenses of the Auditor shall be borne solely by the Company. (c) For purposes of this ParagraphAgreement, the Accounting Firm term “Code” shall mean the Internal Revenue Code of 1986, as amended, including all final regulations promulgated thereunder and any reference to a particular section of the Code shall include any provision that modifies, replaces or supersedes such section. The parties acknowledge that Executive’s agreement to be bound by the confidentiality and restrictive covenant provisions set forth in the Second Amended and Restated Limited Liability Company Agreement of Virtu Financial LLC, a Delaware limited liability company, dated as of , and incorporated by reference into the Option Agreement (collectively, the “Noncompetition Restrictions”) are partial consideration for the Company’s entering into this Agreement, and that at the request of Executive, the Company shall cause the Auditor to take into account the value of any reasonable compensation for services to be rendered by Executive before or after the a Change in Control, including any non-competition provisions that may apply to Executive the Noncompetition Restrictions, in computing the amount of Parachute Payments under Section 280G of the Code, and the Company shall cooperate with Executive and the Auditor in the valuation of any performing such services, including any non-competition provisionsvaluation. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s benefit shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph shall be borne by the Company.

280G Matters. a. 6.5.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Accounting Firm shall determine that receipt Company to or for the benefit of all Payments Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject Executive to an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Accounting Firm (as defined below) shall, in consultation with Executive’s legal counsel or other advisor designated by Executive (“Executive’s Advisor”), calculate whether to reduce any of the Payments to Executive so that the Parachute Value (as defined below) of all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Payments shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If be so reduced only if the Accounting Firm determines determines, subject to the approval of Executive’s Advisor, with such approval not to be unreasonably withheld or delayed, that there is Executive would have a Reduced Amount, then greater Net After-Tax Receipt (as defined below) of aggregate Payments if the aggregate Agreement Payments shall be reduced to such Reduced Amountwere so reduced. b. 6.5.2 If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the Reduced aggregate, equals the applicable Safe Harbor Amount, and Executive’s Advisor approves such determination, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm and approved by Executive’s Advisor under this Paragraph Section 6.5 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of Executive. In connection with making determinations ’s termination of employment. 6.5.3 The reduction contemplated by this Section 6.5, if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under this Paragraphthe following sections in the following order: (i) any Payments as a result of the acceleration of the vesting of performance-based Equity Awards pursuant to Section 6.4.2(iv), (ii) any Payments under Section 6.4.2(iii)that are “parachute payments” within the Accounting Firm shall take into account meaning of Section 280G of the value Code,(iii) any other cash Payments that are “parachute payments” that would be made upon a Change of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including beginning with payments that would be made last in time and (iv) any non-competition provisions that may apply to Executive and Payments as a result of accelerated vesting of Equity Awards for which the Company shall cooperate amount considered contingent on the change in the valuation of any such servicesownership or control is determined in accordance with Treasury Regulation 1.280G-1, including any non-competition provisionsQ&A 24(c). c. 6.5.4 As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement which that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which that will have not been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, case consistent with the calculation of the Reduced applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes believes, and Executive’s Advisor agrees, has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s the benefit of Executive shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeCompany; provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section Sections 1 and Section or 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, Executive shall only be required to pay to the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive’s benefit , together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. . 6.5.5 All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph Section 6.5 shall be borne by the Company, and the Company shall reimburse Executive for all reasonable advisory fees incurred with respect to this Section 6.5(including for any services provided by Executive’s Advisor) and any legal and accounting fees incurred with respect to disputes related thereto (including for any services provided by Executive’s Advisor). 6.5.6 In connection with making determinations under this Section 6.5, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive before or after the Change of Control, including any agreement not to render services to competitors pursuant to the non-competition provisions applicable to Executive under Section 5of this agreement and any other non-competition provisions that may apply to Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. 6.5.7 The following terms shall have the following meanings for purposes of this Section 6.5:

280G Matters. a. 7.6.1 Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Accounting Firm shall determine that receipt Company to or for the benefit of all Payments Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject Executive to an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Accounting Firm (as defined below) shall, in consultation with Executive’s legal counsel or other advisor designated by Executive (“Executive’s Advisor”), calculate whether to reduce any of the Payments to Executive so that the Parachute Value (as defined below) of all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Payments shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If be so reduced only if the Accounting Firm determines determines, subject to the approval of Executive’s Advisor, with such approval not to be unreasonably withheld or delayed, that there is Executive would have a Reduced Amount, then greater Net After-Tax Receipt (as defined below) of aggregate Payments if the aggregate Agreement Payments shall be reduced to such Reduced Amountwere so reduced. b. 7.6.2 If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the Reduced aggregate, equals the applicable Safe Harbor Amount, and Executive’s Advisor approves such determination, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm and approved by Executive’s Advisor under this Paragraph Section 7.6 shall be binding upon the Company and Executive. In connection with making determinations under this Paragraph, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including any non-competition provisions that may apply to Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Company shall cooperate in the valuation date of any such services, including any non-competition provisions. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which will have not been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation termination of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s benefit shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph shall be borne by the Companyemployment.

280G Matters. a. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Accounting Firm shall determine that receipt Company to or for the benefit of all Payments Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject Executive to an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Accounting Firm shall (as defined below) shall, in consultation with Executive’s legal counsel or other advisor designated by Executive (“Executive’s Advisor”), determine whether some amount to reduce any of Agreement the Payments meets to Executive so that the definition Parachute Value (as defined below) of “Reduced Amount.” If all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Payments shall be so reduced only if the Accounting Firm determines determines, subject to the approval of Executive’s Advisor, with such approval not to be unreasonably withheld or delayed, that there is Executive would have a Reduced Amount, then greater Net After-Tax Receipt (as defined below) of aggregate Payments if the aggregate Agreement Payments shall be reduced to such Reduced Amountwere so reduced. b. (ii) If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the Reduced aggregate, equals the applicable Safe Harbor Amount, and Executive’s Advisor approves such determination, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm and approved by Executive’s Advisor under this Paragraph Section 6 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of Executive. In connection with making determinations ’s termination of employment. (iii) The reduction contemplated by this Section 6, if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under this Paragraphthe following sections in the following order: (A) any Payments as a result of the acceleration of the vesting of performance-based Equity Awards pursuant to Section 5(c)(ii), (B) any Payment under Section 5(a) or Section 5(c)(i) that is a “parachute payment” within the Accounting Firm shall take into account meaning of Section 280G of the value Code, (C) any other cash Payments that are “parachute payments” and would be made upon a Change of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including beginning with payments that would be made last in time, and (D) any non-competition provisions that may apply to Executive and Payments as a result of accelerated vesting of Equity Awards for which the Company shall cooperate amount considered contingent on the change in the valuation of any such servicesownership or control is determined in accordance with Treasury Regulation Section 1.280G-1, including any non-competition provisionsQ&A 24(c). c. (iv) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement which that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which that will have not been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, case consistent with the calculation of the Reduced applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes believes, and Executive’s Advisor agrees, has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s the benefit of Executive shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeCompany; provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section Sections 1 and Section or 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, Executive shall only be required to pay to the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive’s benefit , together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. . (v) All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph Section 6 shall be borne by the Company, and the Company shall reimburse Executive for all reasonable advisory fees incurred with respect to this Section 6 (including for services provided by Executive’s Advisor) and any legal and accounting fees incurred with respect to disputes related thereto (including for services provided by Executive’s Advisor). (vi) The following terms shall have the following meanings for purposes of this Section 4(h):

280G Matters. a. (a) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Accounting Firm shall determine that receipt Company to or for the benefit of all Payments Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject Executive to an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Accounting Firm shall (as defined below) shall, in consultation with Executive’s legal counsel or other advisor designated by Executive (“Executive’s Advisor”), determine whether some amount to reduce any of Agreement the Payments meets to Executive so that the definition Parachute Value (as defined below) of “Reduced Amount.” If all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Payments shall be so reduced only if the Accounting Firm determines determines, subject to the approval of Executive’s Advisor, with such approval not to be unreasonably withheld or delayed, that there is Executive would have a Reduced Amount, then greater Net After-Tax Receipt (as defined below) of aggregate Payments if the aggregate Agreement Payments shall be reduced to such Reduced Amountwere so reduced. b. (b) If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the Reduced aggregate, equals the applicable Safe Harbor Amount, and Executive’s Advisor approves such determination, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm and approved by Executive’s Advisor under this Paragraph Section 6 shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of Executive. In connection with making determinations ’s termination of employment. (c) The reduction contemplated by this Section 6, if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under this Paragraphthe following sections in the following order: (A) any Payments as a result of the acceleration of the vesting of performance-based Equity Awards pursuant to Section 5(c)(ii), (B) any Payment under Section 5(a) or Section 5(c)(i) that is a “parachute payment” within the Accounting Firm shall take into account meaning of Section 280G of the value Code, (C) any other cash Payments that are “parachute payments” and would be made upon a Change of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including beginning with payments that would be made last in time, and (D) any non-competition provisions that may apply to Executive and Payments as a result of accelerated vesting of Equity Awards for which the Company shall cooperate amount considered contingent on the change in the valuation of any such servicesownership or control is determined in accordance with Treasury Regulation Section 1.280G-1, including any non-competition provisionsQ&A 24(c). c. (d) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement which that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which that will have not been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, case consistent with the calculation of the Reduced applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes believes, and Executive’s Advisor agrees, has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s the benefit of Executive shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeCompany; provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section Sections 1 and Section or 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, Executive shall only be required to pay to the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive’s benefit , together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. . (e) All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph Section 6 shall be borne by the Company, and the Company shall reimburse Executive for all reasonable advisory fees incurred with respect to this Section 6 (including for services provided by Executive’s Advisor) and any legal and accounting fees incurred with respect to disputes related thereto (including for services provided by Executive’s Advisor). (f) The following terms shall have the following meanings for purposes of this Section 6:

280G Matters. a. Anything in this Agreement to the contrary notwithstanding, in In the event that it is determined (by the Accounting Firm shall determine reasonable computation by a nationally recognized certified public accounting firm that receipt of all Payments would subject Executive to tax under Section 4999 of the Code, the Accounting Firm shall determine whether some amount of Agreement Payments meets the definition of “Reduced Amount.” If the Accounting Firm determines that there is a Reduced Amount, then the aggregate Agreement Payments shall be reduced selected by the Company (the “Accountant”), which determination shall be certified by the Accountant and set forth in a certificate delivered to such Reduced Amount. b. If the Accounting Firm determines you) that the aggregate Agreement Payments should be reduced to the Reduced Amount, the Company shall promptly give Executive notice to that effect and a copy amount of the detailed calculation thereofpayments, distributions, benefits and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm under this Paragraph shall be binding upon the Company and Executive. In connection with making determinations under this Paragraph, the Accounting Firm shall take into account the value entitlements of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including any non-competition provisions that may apply to Executive and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. c. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed type payable by the Company or any affiliate to or for Executive’s your benefit pursuant to this Agreement which should not have been so paid (including any payment, distribution, benefit or distributed (each, an “Overpayment”) entitlement made by any person or that additional amounts which will have not been paid or distributed by the Company to or for Executive’s benefit pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”entity effecting a change of control), in each case, consistent with that could be considered “parachute payments” within the calculation meaning of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion Section 280G of a deficiency by the Internal Revenue Service against either Code of 1986, as amended (the “Code”) (such payments, the “Parachute Payments”) that, but for this Section 2, would be payable to you, exceeds the greatest amount of Parachute Payments that could be paid to you without giving rise to any liability for any excise tax imposed by Section 4999 of the Code (or any successor provision thereto) or any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest or penalties, being hereafter collectively referred to as the “Excise Tax”), then the aggregate amount of Parachute Payments payable to you shall not exceed the amount which produces the greatest after-tax benefit to you after taking into account any Excise Tax to be payable by you. For the avoidance of doubt, this provision will reduce the amount of Parachute Payments otherwise payable to you, if doing so would place you in a better net after-tax economic position as compared with not doing so (taking into account the Excise Tax payable in respect of such Parachute Payments). You shall be permitted to provide the Company or Executive with written notice specifying which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s benefit shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeParachute Payments will be subject to reduction or elimination; provided, however, that no such repayment shall be required if and to the extent that your ability to exercise such deemed repayment authority would not either reduce the amount on which Executive is cause any Parachute Payment to become subject to tax under any taxes or penalties pursuant to Section 1 and Section 4999 409A, or if you do not provide the Company with any such written notice, the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating the portion of the Code Parachute Payments that are payable in cash and then by reducing or generate a refund eliminating the non-cash portion of such taxesthe Parachute Payments, in each case in reverse order beginning with payments or benefits which are to be paid the furthest in time from the date of the Accountant’s determination. In Except as set forth in the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurredpreceding sentence, any such Underpayment notice given by you pursuant to the preceding sentence shall be promptly paid by the Company to or for Executive’s benefit together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. All fees and expenses of the Accounting Firm in implementing take precedence over the provisions of this Paragraph shall be borne by the Companyany other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation.

280G Matters. a. (i) Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any payment, distribution, benefit, equity-based or other compensation or other transfer or action by the Accounting Firm shall determine that receipt Company to or for the benefit of all Payments Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would be subject Executive to an excise tax under imposed by Section 4999 of the Code, or any interest or penalties are incurred by Executive with respect to any such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), the Accounting Firm shall (as defined below) shall, in consultation with Executive’s legal counsel or other advisor designated by Executive (“Executive’s Advisor”), determine whether some amount to reduce any of Agreement the Payments meets to Executive so that the definition Parachute Value (as defined below) of “Reduced Amount.” If all Payments to Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). Payments shall be so reduced only if the Accounting Firm determines determines, subject to the approval of Executive’s Advisor, with such approval not to be unreasonably withheld or delayed, that there is Executive would have a Reduced Amount, then greater Net After-Tax Receipt (as defined below) of aggregate Payments if the aggregate Agreement Payments shall be reduced to such Reduced Amountwere so reduced. b. (ii) If the Accounting Firm determines that the aggregate Agreement Payments to Executive should be reduced so that the Parachute Value of all Payments to Executive, in the Reduced aggregate, equals the applicable Safe Harbor Amount, and Executive’s Advisor approves such determination, the Company shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof, and Executive may then elect, in his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Present Value of the aggregate Agreement Payments equals the Reduced Amount). All determinations made by the Accounting Firm and approved by Executive’s Advisor under this Paragraph Section 4(h) shall be binding upon the Company and Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the date of Executive. In connection with making determinations ’s termination of employment. (iii) The reduction contemplated by this Section 4(h), if applicable, shall be made by reducing payments and benefits (to the extent such amounts are considered Payments) under this Paragraphthe following sections in the following order: (A) any Payments as a result of the acceleration of the vesting of performance-based Equity Awards pursuant to Section 4(f)(i)(B), (B) any Payment under Section 4(f)(i)(A) that is a “parachute payment” within the Accounting Firm shall take into account meaning of Section 280G of the value Code, (C) any other cash Payments that are “parachute payments” and would be made upon a Change of any reasonable compensation for services to be rendered by Executive before or after the Change in Control, including beginning with payments that would be made last in time, and (D) any non-competition provisions that may apply to Executive and Payments as a result of accelerated vesting of Equity Awards for which the Company shall cooperate amount considered contingent on the change in the valuation of any such servicesownership or control is determined in accordance with Treasury Regulation Section 1.280G-1, including any non-competition provisionsQ&A 24(c). c. (iv) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement which that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts which that will have not been paid or distributed by the Company to or for Executive’s the benefit of Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, case consistent with the calculation of the Reduced applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against either the Company or Executive which the Accounting Firm believes believes, and Executive’s Advisor agrees, has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for Executive’s the benefit of Executive shall be repaid by Executive to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the CodeCompany; provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which Executive is subject to tax under Section Sections 1 and Section or 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, Executive shall only be required to pay to the Company the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Company when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive’s benefit , together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. . (v) All fees and expenses of the Accounting Firm in implementing the provisions of this Paragraph Section 4(h) shall be borne by the Company, and the Company shall reimburse Executive for all reasonable advisory fees incurred with respect to this Section 4(h) (including for services provided by Executive’s Advisor) and any legal and accounting fees incurred with respect to disputes related thereto (including for services provided by Executive’s Advisor). (vi) The following terms shall have the following meanings for purposes of this Section 4(h):