Common use of 280G Provisions Clause in Contracts

280G Provisions. Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 6(e), be subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(e) shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e). The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e). If notwithstanding any reduction described in this Section 6(e), the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Executive shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e), if (1) there is a reduction in the payment of Covered Payments as described in this Section 6(e), (2) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3) Executive pays the Excise Tax, then the Company shall pay to Executive those Covered Payments which were reduced pursuant to this Section 6(e) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.

280G Provisions. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive Participant or for the ExecutiveParticipant’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 6(e), 21 be subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the ExecutiveParticipant’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. . (b) Unless the Company and Executive the Participant otherwise agree in writing, any determination required under this Section 6(e) 21 shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e)23, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e)21. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e). 21. (c) If notwithstanding any reduction described in this Section 6(e)21, the Internal Revenue Service (“IRS”) determines that Executive the Participant is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive the Participant shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive the Participant challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executivethe Participant’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executivethe Participant’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Executive the Participant shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e)21, if (1i) there is a reduction in the payment of Covered Payments as described in this Section 6(e)21, (2ii) the IRS later determines that Executive the Participant is liable for the Excise Tax, the payment of which would result in the maximization of Executivethe Participant’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3iii) Executive the Participant pays the Excise Tax, then the Company shall pay to Executive the Participant those Covered Payments which were reduced pursuant to this Section 6(e) 21 contemporaneously or as soon as administratively possible after Executive the Participant pays the Excise Tax so that Executivethe Participant’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.

280G Provisions. Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive Participant or for the ExecutiveParticipant’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 6(e), be 19 subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the ExecutiveParticipant’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and Executive the Participant otherwise agree in writing, any determination required under this Section 6(e) 19 shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e)19, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e)19. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e)19. If notwithstanding any reduction described in this Section 6(e)19, the Internal Revenue Service (“IRS”) determines that Executive the Participant is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive the Participant shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive the Participant challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executivethe Participant’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executivethe Participant’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Executive the Participant shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e)19, if (1i) there is a reduction in the payment of Covered Payments as described in this Section 6(e)19, (2ii) the IRS later determines that Executive the Participant is liable for the Excise Tax, the payment of which would result in the maximization of Executivethe Participant’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3iii) Executive the Participant pays the Excise Tax, then the Company shall pay to Executive the Participant those Covered Payments which were reduced pursuant to this Section 6(e) 19 contemporaneously or as soon as administratively possible after Executive the Participant pays the Excise Tax so that Executivethe Participant’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.

280G Provisions. Notwithstanding any other provision (a) This Agreement shall not be effective and shall be of no force and effect unless and until this Agreement or any other planhas been approved by the persons holding more that 75% of the voting power of the Company in accordance with Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, arrangementas amended (the “Code”); provided, however, that (i) in the event the Company determines that the provisions of Section 280G of the Code do not apply to the Company due to its status as a limited liability company, or agreement (ii) shares of the Company are readily tradable on an established securities market immediately prior to such Change of Control then no such approval shall be required. (b) Anything in this Agreement to the contrarycontrary notwithstanding, if any of the aggregate payments or benefits provided or to be provided distributions by the Company or any of its affiliates to the Executive or for the benefit of Executive’s benefit , whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any Option, Restricted Units, the meaning Plan or similar right, or the lapse or termination of Section 280G any restriction on or the vesting or exercisability of any of the Code and wouldforegoing (collectively, but for this Section 6(ea “Payment”), be shall not exceed the maximum Payments which Executive can receive without being subject to the excise tax imposed under by Section 4999 of the Code (or any successor provision thereto) by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law law, or any interest or penalties with respect to such taxes tax (collectivelysuch tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then and the Covered Payments shall be payable either (i) in full or (ii) after reduction reduced to the minimum extent necessary to ensure so that no portion the Executive shall not incur any Excise Tax. (c) The determination of whether or not the Covered Payments is shall subject the Executive to the Excise Tax, whichever of Tax and/or the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account reduction of any such Payments in order to comply with the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion requirements of such benefits may be taxable under the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(e8(b) shall be made in writing in good faith by a nationally recognized the certified public accounting firm which serves as the Company’s outside auditors immediately prior to the Change of Control (the “AccountantsAccounting Firm”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish each provide the Accounting Firm access to the Accountants such information and copies of any books, records and documents in the possession of the Company or Executive, as the Accountants case may be, reasonably request in order to make a determination under this Section 6(e). The Company shall bear all costs requested by the Accountants may reasonably incur Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with any the preparation and issuance of the determination and calculations contemplated by this Section 6(e8(b). If notwithstanding any reduction described in this Section 6(e)Any final determination by the Accounting Firm shall be final and binding upon the Company and Executive. (d) To the extent possible, the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in reduced first from any cash payments such as Bonus, and severance payable to Executive’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If after reduction of all cash Payments, the Excise Tax is not eliminated pursuant Payments would still cause Executive to this paragraph, Executive shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e), if (1) there is a reduction in the payment of Covered Payments as described in this Section 6(e), (2) the IRS later determines that Executive is liable for incur the Excise Tax, then to the payment extent necessary Executive’s vesting in such portion of the Options and or Restricted Units which would result in the maximization of Executive’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3) Executive pays the Excise Tax, then the Company shall pay to Executive those Covered Payments which were reduced pursuant to this Section 6(e) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of Covered Payments are maximizednot being triggered shall not be accelerated.

280G Provisions. Notwithstanding (a) At any other provision time when the Company is a corporation described in Section 280G(b)(5)(A)(ii)(I) of this Agreement or any other planthe Code, arrangement, or agreement to the contrary, if any of the payments extent that you would otherwise be eligible to receive a payment or benefits provided or to be provided by the Company to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement agreement or otherwise in connection with, or arising out of, your employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (any such payment or benefit, a “Covered PaymentsParachute Payment”), that a nationally recognized United States public accounting firm selected by the Company and approved by you (which approval shall not be unreasonably withheld) (the “Accountants”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 6(e), determines Xxx Xxxxx would be subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either then, at your election, (i) in full or (ii) after reduction to if you execute a waiver of the minimum extent necessary to ensure that no portion of the Covered Payments is such excess parachute payments such that all non-waived payments would not be subject to the Excise Tax, whichever the Company shall agree to seek approval of its stockholders in a manner that complies with Section 280G(b)(5)(B) of the foregoing (i) Code and Treasury Regulation Section 1.280G-1 such that if such stockholder approval is obtained the waived payments shall be restored or (ii) results in the Executive’s receipt on an after-tax basis Company will pay you a lump sum cash amount equal to 15% of the greatest amount of benefits after taking into account any excess parachute payments (the applicable “Partial Gross-Up Payment”); provided, however, for the avoidance of doubt, that the Company shall not pay to you any additional payment or payments for any federal, statestate or local income taxes on the Parachute Payment or the Partial Gross-Up Payment, local and foreign income, employment and excise taxes including any Excise Tax imposed on the Partial Gross-Up Payment. (including b) Whether any of the Parachute Payments constitute excess parachute payments subject to the Excise Tax), notwithstanding that all or some portion Tax (and the amount of such benefits may be taxable under the Excise Tax. Unless ) shall be determined by the Accountants in accordance with the principles of Sections 280G and 4999 of the Code and Treasury Regulations thereunder, provided, however, that any Parachute Payment payable by or at the direction of the acquiring party shall be ignored for purposes of such determination. (c) All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and Executive otherwise agree in writing, any you at such time as it is requested by the Company or you. The determination required under this Section 6(e) of the Accountants shall be made in writing in good faith by a nationally recognized accounting firm (final and binding upon the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish you, subject to any determinations by the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e). Internal Revenue Service. (d) The Company shall bear be responsible for all costs charges of the Accountants may reasonably incur related to the foregoing analysis. (e) Notwithstanding the foregoing, any payment or reimbursement made pursuant to this section shall be paid to you promptly and in connection with any calculations contemplated by this Section 6(e). If notwithstanding any reduction described in this Section 6(e), no event later than the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result end of the receipt of calendar year next following the Covered Payments, then Executive shall be obligated to pay back to calendar year in which the Company, within thirty (30) days after a final IRS determination related tax is paid by you or in the event that Executive challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be where no taxes are required to be paid to remitted, the Company so that Executive’s net after-tax proceeds with respect to any payment end of the Covered Payments (after taking into account calendar year following the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result calendar year in Executive’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax which an audit is not eliminated pursuant to this paragraph, Executive shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e), if (1) completed or there is a reduction in final and non-appealable settlement or other resolution of the payment litigation. Xxx Xxxxx The provisions of Covered Payments as described in this Section 6(e), (2) section shall survive the IRS later determines that Executive is liable for termination of the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3) Executive pays the Excise Tax, then your employment with the Company for any reason and any amount payable under this section shall pay to Executive those Covered Payments which were reduced pursuant to this Section 6(e) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect be subject to the payment provisions of Covered Payments are maximizedSection 36(e) below.

280G Provisions. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive Participant or for the ExecutiveParticipant’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 6(e), 20 be subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the ExecutiveParticipant’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. . (b) Unless the Company and Executive the Participant otherwise agree in writing, any determination required under this Section 6(e) 20 shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e)23, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e)20. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e)20. (c) If notwithstanding any reduction described in this Section 6(e)20, the Internal Revenue Service (“IRS”) determines that Executive the Participant is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive the Participant shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive the Participant challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executivethe Participant’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Executive shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e), if (1) there is a reduction in the payment of Covered Payments as described in this Section 6(e), (2) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3) Executive pays the Excise Tax, then the Company shall pay to Executive those Covered Payments which were reduced pursuant to this Section 6(e) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.Covered

280G Provisions. (a) Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise be (“Covered Payments”b) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 6(e), be subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and Executive the Participant otherwise agree in writing, any determination required under this Section 6(e) 21 shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e)23, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e)21. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e)21. (c) If notwithstanding any reduction described in this Section 6(e)21, the Internal Revenue Service (“IRS”) determines that Executive the Participant is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive the Participant shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive the Participant challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executivethe Participant’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executivethe Participant’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Executive the Participant shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e)21, if (1i) there is a reduction in the payment of Covered Payments as described in this Section 6(e)21, (2ii) the IRS later determines that Executive the Participant is liable for the Excise Tax, the payment of which would result in the maximization of Executivethe Participant’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3iii) Executive the Participant pays the Excise Tax, then the Company shall pay to Executive those Covered Payments which were reduced pursuant to this Section 6(e) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.then

280G Provisions. Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement anything to the contrarycontrary herein, if any of the payments or benefits provided received or to be provided received by Employee from the Company to the Executive or for the Executive’s benefit pursuant to the terms of under this Agreement or otherwise (under any other arrangement or agreement or otherwise, shall constitute “Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of payments” under Section 280G of the Code (the “280G Payments”), and would, would but for this Section 6(e), 28.4 be subject to the excise tax imposed under Section 4999 of the Code Code, then a calculation shall be made comparing (or a) the Net Benefit (as defined below) to Employee of the 280G Payments after payment of the excise tax, to (b) the Net Benefit to Employee if the 280G Payments are reduced to the extent necessary to avoid the imposition of the excise tax to any successor provision theretoportion of the payment. If the amount calculated under (a) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes is less than (collectively, the “Excise Tax”b), then the Covered payments pursuant to this Agreement and any other arrangement or agreement pursuant to which 280G Payments shall are made to Employee will be payable either (i) in full or (ii) after reduction reduced to the minimum extent necessary to ensure that no avoid the imposition of the excise tax to any portion of the Covered Payments is subject 280G Payments. For purposes of this Section 26.4, “Net Benefit” shall mean the present value (using appropriate discount rates pursuant to the Excise Tax, whichever Section 280G of the foregoing (iCode) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount 280G Payments net of benefits after taking into account the applicable all federal, state, local and local, or foreign income, employment and excise taxes taxes. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits in the following order: (including the Excise Taxi) cash payments that may not be valued under Treas. Reg. § 1.280G-1, Q&A-24(c) (“24(c), notwithstanding ”); (ii) equity-based payments that all or some portion of such benefits may not be valued under 24(c); (iii) cash payments that may be taxable valued under 24(c); (iv) equity-based payments that may be valued under 24(c); and (v) other types of benefits. With respect to each category of the Excise Taxforegoing, such reduction shall occur first with respect to amounts that are not “nonqualified deferred compensation” within the meaning of Section 409A and next with respect to payments that are nonqualified deferred compensation, in each case, beginning with payments or benefits that are to be paid the farthest in time from the determination. Unless the Company and Executive otherwise agree in writing, any determination required under Any reduction made pursuant to this Section 6(e) 26.4 shall be made in writing a manner reasonably determined by the Company to comply with Section 409A. Without limiting the generality of the foregoing, the Company and Employee shall cooperate in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply providing such documents and information as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations are required by this Section 6(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination the determinations under this Section 6(e26.4, and in valuing services to be provided by Employee (including, without limitation, Employee’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant). The Company shall bear all costs retain an independent consulting and/or accounting firms to make the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e). If notwithstanding any reduction described in this Section 6(e), the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executive’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Executive shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e), if (1) there is a reduction in the payment of Covered Payments as described in this Section 6(e), (2) the IRS later determines that Executive is liable for the Excise Tax, the payment of which would result in the maximization of Executive’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3) Executive pays the Excise Tax, then the Company shall pay to Executive those Covered Payments which were reduced determinations pursuant to this Section 6(e) contemporaneously or as soon as administratively possible after Executive pays 26.4, and the Excise Tax so that Executivefees of such firm shall be borne by the Company. The Company’s net after-tax proceeds determinations under this Section 26.4, in consultation with respect to the payment of Covered Payments are maximizedsuch firm, shall be final and binding on Employee.

280G Provisions. Notwithstanding any other provision of anything in this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments payment or benefits provided or to be provided by the Company to the distribution Executive or for the Executive’s benefit would receive pursuant to the terms of this Agreement or otherwise (“Covered PaymentsPayment”) would (a) constitute a “parachute payments (“Parachute Payments”) payment” within the meaning of Section 280G of the Code Code, and would, (b) but for this Section 6(e)sentence, be subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments such Payment shall either be payable either (ia) delivered in full full, or (iib) after reduction delivered as to the minimum such lesser extent necessary to ensure that which would result in no portion of the Covered Payments is such Payment being subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after amounts, taking into account the applicable federal, state, state and local income taxes and foreign income, employment and excise taxes (including the Excise Tax), results in the receipt by Executive on an after-tax basis, of the largest payment, notwithstanding that all or some portion of such benefits the Payment may be taxable under Section 4999 of the Excise TaxCode. Unless the Company and Executive otherwise agree in writing, any determination required under Any determinations that are made pursuant to this Section 6(e) 4.2 shall be made in writing in good faith by a nationally recognized certified public accounting firm that shall be selected by the Company, as reasonably acceptable to Executive, prior to any transaction that is subject to Section 280G of the Code (the “AccountantsAccountant”). In , which determination shall be certified by the event of a reduction in Covered Payments hereunderAccountant, the reduction of the total payments shall apply as follows, unless otherwise agreed set forth in writing and such agreement is delivered to the Executive setting forth in compliance with Section 409A reasonable detail the basis of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e)Accountant’s determinations. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e). If notwithstanding any reduction described in this Section 6(e), the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount expenses with respect to the payment determinations by such Accountant required to be made hereunder. The Accountant shall provide its calculations to the Company and Executive within 15 calendar days after the date on which Executive’s right to a Payment is triggered (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive. Any good faith, reasonable determinations of Covered Payments the Accountant made hereunder shall be zero if a Repayment Amount of more than zero would not result final, binding and conclusive upon the Company and Executive. Any reduction in Executive’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated payments and/or benefits pursuant to this paragraph, Executive shall pay Section 4.2 will occur in the Excise Tax. Notwithstanding any other provision of this Section 6(e), if following order: (1) there is a reduction in the payment of Covered Payments as described in this Section 6(e), cash payments; (2) the IRS later determines that Executive is liable for the Excise Tax, the payment cancellation of which would result in the maximization accelerated vesting of Executive’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), equity awards other than stock options or stock appreciation rights; and (3) Executive pays the Excise Tax, then reduction of other benefits payable to Executive. Nothing in this Section 4.2 shall require the Company shall pay or any of its affiliates to Executive those Covered Payments which were reduced pursuant to this Section 6(e) contemporaneously be responsible for, or as soon as administratively possible after Executive pays the Excise Tax so that have any liability or obligation with respect to, Executive’s net after-excise tax proceeds with respect to liabilities under Section 4999 of the payment of Covered Payments are maximizedCode.

280G Provisions. Notwithstanding any other provision (a) This Agreement shall not be effective and shall be of no force and effect unless and until this Agreement or any other planhas been approved by the persons holding more that 75% of the voting power of the Company in accordance with Section 280G(b)(5)(B) of the Internal Revenue Code of 1986, arrangementas amended (the “Code”); provided, however, that (i) in the event the Company determines that the provisions of Section 280G of the Code do not apply to the Company due to its status as a limited liability company, or agreement (ii) shares of the Company are readily tradable on an established securities market immediately prior to such Change of Control then no such approval shall be required. (b) Anything in this Agreement to the contrarycontrary notwithstanding, if any of the aggregate payments or benefits provided or to be provided distributions by the Company or any of its affiliates to the Executive or for the benefit of Executive’s benefit , whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any Option, Restricted Units, the meaning Plan or similar right, or the lapse or termination of Section 280G any restriction on or the vesting or exercisability of any of the Code and wouldforegoing (collectively, but for this Section 6(ea “Payment”), be shall not exceed the maximum Payments which Executive can receive without being subject to the excise tax imposed under by Section 4999 of the Code (or any successor provision thereto) by reason of being considered “contingent on a change in ownership or control” of the Company, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law law, or any interest or penalties with respect to such taxes tax (collectivelysuch tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then and the Covered Payments shall be payable either (i) in full or (ii) after reduction reduced to the minimum extent necessary to ensure so that no portion the Executive shall not incur any Excise Tax. (c) The determination of whether or not the Covered Payments is shall subject the Executive to the Excise Tax, whichever of Tax and/or the foregoing (i) or (ii) results in the Executive’s receipt on an after-tax basis of the greatest amount of benefits after taking into account reduction of any such Payments in order to comply with the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion requirements of such benefits may be taxable under the Excise Tax. Unless the Company and Executive otherwise agree in writing, any determination required under this Section 6(e8(b) shall be made in writing in good faith by a nationally recognized the certified pubic accounting firm which serves as the Company’s outside auditors immediately prior to the Change of Control (the “AccountantsAccounting Firm”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive shall furnish each provide the Accounting Firm access to the Accountants such information and copies of any books, records and documents in the possession of the Company or Executive, as the Accountants case may be, reasonably request in order to make a determination under this Section 6(e). The Company shall bear all costs requested by the Accountants may reasonably incur Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with any the preparation and issuance of the determination and calculations contemplated by this Section 6(e8(b). If notwithstanding any reduction described in this Section 6(e)Any final determination by the Accounting Firm shall be final and binding upon the Company and Executive. (d) To the extent possible, the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in reduced first from any cash payments such as Bonus, and severance payable to Executive’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If after reduction of all cash Payments, the Excise Tax is not eliminated pursuant Payments would still cause Executive to this paragraph, Executive shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e), if (1) there is a reduction in the payment of Covered Payments as described in this Section 6(e), (2) the IRS later determines that Executive is liable for incur the Excise Tax, then to the payment extent necessary Executive’s vesting in such portion of the Options and or Restricted Units which would result in the maximization of Executive’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3) Executive pays the Excise Tax, then the Company shall pay to Executive those Covered Payments which were reduced pursuant to this Section 6(e) contemporaneously or as soon as administratively possible after Executive pays the Excise Tax so that Executive’s net after-tax proceeds with respect to the payment of Covered Payments are maximizednot being triggered shall not be accelerated.

280G Provisions. Notwithstanding any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, if any of the payments or benefits provided or to be provided by the Company to the Executive Participant or for the ExecutiveParticipant’s benefit pursuant to the terms of this Agreement or otherwise (“Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Section 280G of the Code and would, but for this Section 6(e), 18 be subject to the excise tax imposed under 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 taxes (collectively, the “Excise Tax”), then the Covered Payments shall be payable either (i) in full or (ii) after reduction to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax, whichever of the foregoing (i) or (ii) results in the ExecutiveParticipant’s receipt on an after-tax basis of the greatest amount of benefits after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax), notwithstanding that all or some portion of such benefits may be taxable under the Excise Tax. Unless the Company and Executive the Participant otherwise agree in writing, any determination required under this Section 6(e) 18 shall be made in writing in good faith by a nationally recognized accounting firm (the “Accountants”). In the event of a reduction in Covered Payments hereunder, the reduction of the total payments shall apply as follows, unless otherwise agreed in writing and such agreement is in compliance with Section 409A of the Code: (i) first, any cash severance payments due under this Agreement shall be reduced and (ii) second, any acceleration of vesting of any equity shall be deferred with the tranche that would vest last (without any such acceleration) first deferred. For purposes of making the calculations required by this Section 6(e)18, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code, and other applicable legal authority. The Company and Executive the Participant shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6(e)18. The Company shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 6(e)18. If notwithstanding any reduction described in this Section 6(e)18, the Internal Revenue Service (“IRS”) determines that Executive the Participant is liable for the Excise Tax as a result of the receipt of the Covered Payments, then Executive the Participant shall be obligated to pay back to the Company, within thirty (30) days after a final IRS determination or in the event that Executive the Participant challenges the final IRS determination, a final judicial determination a portion of such amounts equal to the “Repayment Amount.” The Repayment Amount shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executivethe Participant’s net after-tax proceeds with respect to any payment of the Covered Payments (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on the Covered Payments) shall be maximized. The Repayment Amount with respect to the payment of Covered Payments shall be zero if a Repayment Amount of more than zero would not result in Executivethe Participant’s net after-tax proceeds with respect to the payment of the Covered Payments being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Executive the Participant shall pay the Excise Tax. Notwithstanding any other provision of this Section 6(e)18, if (1i) there is a reduction in the payment of Covered Payments as described in this Section 6(e)18, (2ii) the IRS later determines that Executive the Participant is liable for the Excise Tax, the payment of which would result in the maximization of Executivethe Participant’s net after-tax proceeds (calculated as if the Covered Payments had not previously been reduced), and (3iii) Executive the Participant pays the Excise Tax, then the Company shall pay to Executive the Participant those Covered Payments which were reduced pursuant to this Section 6(e) 18 contemporaneously or as soon as administratively possible after Executive the Participant pays the Excise Tax so that Executivethe Participant’s net after-tax proceeds with respect to the payment of Covered Payments are maximized.