Common use of 280G Parachute Payments Clause in Contracts

280G Parachute Payments. Notwithstanding any other agreement between the Company and the Executive, in the event that any payment or benefits provided to Executive (whether made or provided pursuant to this Agreement or otherwise) constitute "parachute payments" within the meaning of Section 280G of the Code ("Parachute Payments") and would be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (A) the full amount of the Parachute Payments, or (B) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (A) and (B), after taking into account applicable federal, state, and local taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (1) the Cash Incentive Bonus or any other cash payment under any retention bonus agreement or similar agreement, (2) any cash severance payable by reference to the Executive's base salary and annual bonus; (3) any other cash amount payable to the Executive; (4) any benefit valued as a "parachute payment" (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity award. Any determination required under this Section 9.13 shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 9.13, such 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.

280G Parachute Payments. Notwithstanding any other agreement between the Company and the Executive, in the event that any payment or benefits provided to Executive (whether made or provided pursuant to this Agreement or otherwise) provided to Executive constitute "“parachute payments" ” within the meaning of Section 280G of the Code ("“Parachute Payments"”) and would be subject to the tax (the "“Excise Tax"”) imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Executive will be entitled to receive either (A) the full amount of the Parachute Payments, or (B) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (A) and (B), after taking into account applicable federal, state, and local taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (1) the Cash Incentive Bonus or any other cash payment under any retention change in control bonus agreement or similar agreement, (2) any cash severance payable by reference to the Executive's ’s base salary and annual bonus; (3) any other cash amount payable to the Executive; (4) any benefit valued as a "“parachute payment" ” (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity award. Any determination required under this Section 9.13 5 shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 9.135, such 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.

280G Parachute Payments. Notwithstanding any other agreement between the Company and the Executive, in the event that any payment or benefits provided to Executive (whether made or provided pursuant to this Agreement or otherwise) constitute "parachute payments" within the meaning of Section 280G of the Code ("Parachute Payments") and would be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (A) the full amount of the Parachute Payments, or (B) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (A) and (B), after taking into account applicable federal, state, and local taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (1) the Cash Incentive Bonus or any other cash payment under any retention bonus agreement or similar agreement, (2) any cash severance payable by reference to the Executive's base salary and annual bonus; (3) any other cash amount payable to the Executive; (4) any benefit valued as a "parachute payment" (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity award. Any determination required under this Section 9.13 shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 9.13, such 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. [Signatures follow on next page.]

280G Parachute Payments. Notwithstanding any other agreement between the Company and the Executive, in the event that any payment or benefits provided to Executive (whether made or provided pursuant to this Agreement or otherwise) constitute "parachute payments" within the meaning of Section 280G of the Code ("Parachute Payments") and would be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (A) the full amount of the Parachute Payments, or (B) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (A) and (B), after taking into account applicable federalfederal , state, and local taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (1) the Cash Incentive Bonus or any other cash payment under any retention bonus agreement or similar agreement, (2) any cash severance payable by reference to the Executive's base salary and annual bonus; (3) any other cash amount payable to the Executive; (4) any benefit valued as a "parachute payment" (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity award. Any determination required under this Section 9.13 shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 9.13, such accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good-faith interpretations concerning the tile application of Sections 280G and 4999 of the Code.

280G Parachute Payments. Notwithstanding any other agreement between the Company and the Executive, in In the event that any payment or the severance and other benefits provided to Executive (whether made or provided pursuant to for in this Agreement or otherwise) constitute "“parachute payments" ” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended ("Parachute Payments"the “Code”) and would be such that you are subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the CodeCode (the “Excise Tax”), then your benefits under this Agreement shall be then such Payment shall be reduced to the Executive will be entitled to receive either greater of (Ax) the full amount of benefits that would result in no portion of such benefits being subject to the Parachute PaymentsExcise Tax, or (By) the maximum amount that may be provided largest portion, up to Executive without resulting in any portion and including the total, of such Parachute Payments being subject to such Excise Tax, whichever of clauses (A) and (B)the benefits, after taking into account all applicable federal, state, state and local taxes employment taxes, income taxes, and the Excise TaxTax (all computed at the highest applicable marginal rate), that results in the receipt by the Executiveyour receiving, on an after-tax basis, the greatest amount of the greatest benefits notwithstanding that all or some portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant benefits may be subject to the foregoing shall occur in the following order: (1) the Cash Incentive Bonus or any other cash payment under any retention bonus agreement or similar agreement, (2) any cash severance payable by reference to the Executive's base salary and annual bonus; (3) any other cash amount payable to the Executive; (4) any benefit valued as a "parachute payment" (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity awardExcise Tax. Any determination required under this Section 9.13 5(b)(v) shall be made in writing by the Company’s independent registered public accountants of the Companyaccounting firm (“Accountants”), whose determination shall be conclusive and binding upon you and the Company for all purposes upon the Company and the Executivepurposes. For purposes of making any calculation the calculations required by this Section 9.135(b)(v), such accountants 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 Section 280G and 4999 of the Code.. The Company and you 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 5(b)(v). The payment provided for in this Section 5(b)(v) shall be made on the earlier of the date on which you would be required to pay, or the Company would be required to withhold, the amounts determined under Section 5(b)(v); provided, however, that if the amounts of such payments cannot be finally determined on or before such day, the Company shall pay to you on such day an estimate, as

280G Parachute Payments. Notwithstanding any other agreement between the Company and the Executive, in the event that any payment or benefits provided to Executive (whether made or provided pursuant to this Agreement or otherwise) constitute "parachute payments" within the meaning of Section 280G of the Code ("Parachute Payments") and would be subject to the tax (the "Excise Tax") imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (A) the full amount of the Parachute Payments, or (B) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (A) and (B), after taking into account applicable federal, state, and local taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (1) the Cash Incentive Bonus or any other cash payment under any retention bonus agreement or similar agreement, (2) any cash severance payable by reference to the Executive's base salary and annual bonus; (3) any other cash amount payable to the Executive; (4) any benefit valued as a "parachute payment" (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity award. Any determination required under this Section 9.13 shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 9.13, such 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. [Signatures follow on next page.J

280G Parachute Payments. Notwithstanding any other agreement between the Company and the Executive, in the event that any payment or benefits provided to Executive (whether made or provided pursuant to this Agreement or otherwise) constitute "“parachute payments" ” within the meaning of Section 280G of the Code ("“Parachute Payments"”) and would be subject to the tax (the "“Excise Tax"”) imposed by Section 4999 of the Code, then the Executive will be entitled to receive either (A) the full amount of the Parachute Payments, or (B) the maximum amount that may be provided to Executive without resulting in any portion of such Parachute Payments being subject to such Excise Tax, whichever of clauses (A) and (B), after taking into account applicable federal, state, and local taxes and the Excise Tax, results in the receipt by the Executive, on an after-tax basis, of the greatest portion of the Parachute Payments. Any reduction of the Parachute Payments pursuant to the foregoing shall occur in the following order: (1) the Cash Incentive Bonus or any other cash payment under any retention bonus agreement or similar agreement, (2) any cash severance payable by reference to the Executive's ’s base salary and annual bonus; (3) any other cash amount payable to the Executive; (4) any benefit valued as a "“parachute payment" ” (within the meaning of Section 280G of the Code); and (5) acceleration of vesting of any equity award. Any determination required under this Section 9.13 10.13 shall be made in writing by the independent public accountants of the Company, whose determination shall be conclusive and binding for all purposes upon the Company and the Executive. For purposes of making any calculation required by this Section 9.1310.13, such 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. [Signatures follow on next page.]