Common use of 280G Clause in Contracts

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, to the extent that the Executive will retain more of the Total Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

280G. (a) Notwithstanding anything contained in this Agreement to 3.8.1. In the contraryevent it shall be determined that as a result, to the extent that directly or indirectly, of any payment, benefit payment or distribution of any type by the Company to or for the benefit of the Executive by the Company or any of the Related EntitiesEmployee, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (includinga “Payment”), without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) Employee would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the CodeCode or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the extent “Excise Tax”), then Employee shall be entitled to have the Payment either (i) paid or delivered in full, or (ii) capped at the amount that the Executive will retain more is $1 less than three times Employee’s “base amount,” whichever of the Total Payments foregoing results in the receipt by Employee of the greatest benefit on an after-tax basis (taking into account applicable taxes, including federal, state and local income taxes and the Excise Tax). Any reduction of the Payment required by this Section 3.8.1 shall be carried out by applying the following this reduction than if principles, in order: (A) the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent payment or benefit with the requirements higher ratio of Section 409A the parachute payment value to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits present economic value (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (adetermined using reasonable actuarial assumptions) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated before a payment or benefit with a lower ratio; (B) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (C) cash payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A, then the reduction shall be made pro rata among the payments or benefits included in accordance with subsection 8.4.4(a) and the assumptions Payment (on the basis of the relative present value of the parachute payments). 3.8.2. All determinations required to be utilized in arriving at such determination, made under Section 3.8 shall be made by the Board in Company’s Independent Public Accounting Firm (the exercise “Accounting Firm”) which shall provide detailed supporting calculations and documentation both to the Company and Employee within fifteen (15) business days of its reasonable, good faith discretion based upon the advice receipt of notice from Employee that there has been a Payment or such professional advisors earlier time as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination is requested by the Board hereunder, it is possible that the Total Payments Company. The Company and Employee shall furnish to the Executive which will not have been made by Accounting Firm such information and documents as the Company should have been made (“Underpayment”). If an Underpayment has occurred, Accounting Firm may reasonably request in order to make the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments determinations required under Section 280G of the Code or any successor thereto)3.8. In the event that any Total Payments made the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, or the Accounting Firm declines such representation, Employee shall appoint a certified public accountant at another nationally recognized accounting firm (or, if none is available a lawyer with a nationally recognized law firm or a compensation consultant with a nationally recognized actuarial and benefits consulting firm) with expertise in the area of executive compensation tax law to make the determinations required hereunder (such accountant, lawyer, or consultant, as applicable, shall then be referred to as the Accounting Firm hereunder), provided that such accounting firm is acceptable to the Executive Company (the Company’s acceptance not to be unreasonably withheld). All fees and expenses of the Accounting Firm shall be determined borne solely by the Company. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written opinion that failure to otherwise report the Excise Tax on the Employee’s applicable federal income tax return would not result in the imposition of any tax under Section 4999 of a negligence or similar penalty. Any determination by the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive Accounting Firm shall promptly repay to be binding upon the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Companyand Employee absent manifest error.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that If any payment, payment or benefit you will or distribution of any type to or for the benefit of the Executive by may receive from the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise from another source (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the a “Total Payments280G Payment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the extent that Reduced Amount. The “Reduced Amount” shall be the Executive will retain more largest portion, up to and including the total, of the Total Payments Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis following this reduction than if basis, of the full amount were payable. Unless greater economic benefit notwithstanding that all or some portion of the Executive shall have given prior written notice Payment may be subject to the Company to effectuate a Excise Tax. If more than one method of reduction will result in the Total Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereundersame economic benefit, the Company shall reduce or eliminate items so reduced will be reduced pro rata (the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first“Pro Rata Reduction Method”), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments Notwithstanding any provision of paragraph (a) to the Executive must contrary, if the reduction method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be reduced or eliminated in accordance with subsection 8.4.4(a) and subject to taxes pursuant to Section 409A, then the assumptions to be utilized in arriving at such determinationreduction method and/or the Pro Rata Reduction Method, as the case may be, shall be made by modified so as to avoid the Board in imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the exercise of its reasonablemodification shall preserve to the greatest extent possible, good faith discretion based upon the advice of such professional advisors greatest economic benefit for you as it may deem appropriate in determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the circumstances. As a result of the uncertainty in the application meaning of Section 4999 409A of the Code at shall be reduced (or eliminated) before Payments that are not deferred compensation within the time meaning of Section 409A of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the CompanyCode.

280G. (a) Notwithstanding anything contained in this Agreement to In the contraryevent that the amount of any compensation, to the extent that any payment, benefit payment or distribution of any type by Tempest or its affiliates to or for the benefit of the Executive by the Company or any of the Related Entitiesyour benefit, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Aggregate Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject to the extent that the Executive will retain more excise tax imposed by Section 4999 of the Total Payments on an after-tax basis following this Code; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the full Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. § 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation §1.280G-1, Q&A- 24(b) or (c). For purposes of this Section 9, the “After Tax Amount” means the amount were payableof the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. Unless For purposes of determining the Executive After Tax Amount, you shall have given prior written notice be deemed to pay federal income taxes at the Company highest marginal rate of federal income taxation applicable to effectuate individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Total Aggregate Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of pursuant to this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, Section 9 shall be made by a nationally recognized accounting firm or a firm specializing in Section 280G calculations selected by Tempest, which shall provide detailed supporting calculations both to Tempest and you. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by Tempest. Notwithstanding the Board foregoing, if (i) Tempest is not publicly traded prior to the occurrence of a change in control such that the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result private company exception pursuant to Q & A #7 of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments regulations promulgated under Section 280G of the Code or is applicable and (ii) you request that Tempest seek shareholder approval of the portion of any successor thereto). In the event that any Total Payments payments to be made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the Code or any successor thereto), payments will be exempt from the date excise taxes imposed under Sections 280G and 4999 of the reimbursable payment was received by the Executive Code, Tempest shall use its reasonable best efforts to the date the same is repaid to the Companyobtain such approval.

280G. (a) Notwithstanding anything contained any other provision of this Agreement, except as set forth in this Agreement Section 9.1(b), in the event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not be obligated to provide to the contrary, Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent that necessary to eliminate any payment“excess parachute payments” (as defined in Code Section 280G(b)(1)) for the Executive. For purposes of this Section 9.1, benefit the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or distribution any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (b) Notwithstanding the provisions of 9.1(a), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) 110% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any type to or for the benefit of additional taxes that would be incurred by the Executive by if the Company Eliminated Payments (determined without regard to this sentence) were paid to him or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise her (including, without limitationstate and federal income taxes on the Eliminated Payments, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, Code payable with respect to the extent that the Executive will retain more all of the Total Contingent Compensation Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements excess of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights “base amount” (as defined in Section 280G(b)(3) of the Code), and entitlements any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 9.1(b) shall be referred to as a “Section 9.1(b) Override.” For purpose of this paragraph, if any benefits federal or compensation. (b) Any determination that the Total Payments state income taxes would be attributable to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise receipt of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredany Eliminated Payment, the amount of any such Underpayment taxes shall be promptly paid computed by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company multiplying the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received Eliminated Payment by the Executive to maximum combined federal and state income tax rate provided by law. (c) For purposes of this Section 9.1 the date following terms shall have the same is repaid to the Company.following respective meanings:

280G. (a) Notwithstanding anything contained in this Agreement to In the contraryevent that the amount of any compensation, to the extent that any payment, benefit payment or distribution of any type by NextCure or its affiliates to or for the benefit of the Executive by the Company or any of the Related Entitiesyour benefit, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Aggregate Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject to the extent that the Executive will retain more excise tax imposed by Section 4999 of the Total Payments on an after-tax basis following this Code; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the full Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. § 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation §1.280G-1, Q&A- 24(b) or (c). For purposes of this Section 9, the “After Tax Amount” means the amount were payableof the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. Unless For purposes of determining the Executive After Tax Amount, you shall have given prior written notice be deemed to pay federal income taxes at the Company highest marginal rate of federal income taxation applicable to effectuate individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Total Aggregate Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of pursuant to this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, Section 9 shall be made by a nationally recognized accounting firm or a firm specializing in Section 280G calculations selected by NextCure, which shall provide detailed supporting calculations both to NextCure and you. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by NextCure. Notwithstanding the Board foregoing, if (i) NextCure is not publicly traded prior to the occurrence of a change in control such that the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result private company exception pursuant to Q & A #7 of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments regulations promulgated under Section 280G of the Code or is applicable and (ii) you request that NextCure seek shareholder approval of the portion of any successor thereto). In the event that any Total Payments payments to be made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the Code or any successor thereto), payments will be exempt from the date excise taxes imposed under Sections 280G and 4999 of the reimbursable payment was received by the Executive Code, NextCure shall use its reasonable best efforts to the date the same is repaid to the Companyobtain such approval.

280G. (a) Notwithstanding anything contained in In the event that the Executive shall become entitled to payment and/or benefits provided by this Agreement to the contrary, to the extent that any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any other amounts in the “nature of the Related Entities, compensation” (whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, to the extent that the Executive will retain more of the Total Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) of the Code or any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), and such Company Payments will be subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive the greatest of the following, whichever gives the Executive the highest net after-tax amount (after taking into account federal, state, local and social security taxes at the maximum marginal rates): (1) the Company Payments or (2) one dollar less than the amount of the Company Payments that would subject the Executive to the Excise Tax. In the event that the Company Payments are required to be reduced pursuant to the foregoing sentence, then the Company Payments shall be reduced as mutually agreed between the Company and the Executive or, in the event the parties cannot agree, in the following order (1) any lump sum severance based on Base Salary or Annual Bonus, (2) any other cash amounts payable to the Executive’s rights and entitlements to , (3) any benefits or compensationvalued as parachute payments; and (4) acceleration of vesting of any equity. (b) Any determination that For purposes of determining whether any of the Total Company Payments will be subject to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) Excise Tax and the assumptions amount of such Excise Tax, (x) the Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in whole or in part) either do not constitute “parachute payments,” represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be utilized in arriving at such determination, determined by the Accountants. All determinations hereunder shall be made by the Board in Accountants which shall provide detailed supporting calculations both to the exercise of its reasonable, good faith discretion based upon Company and the advice of Executive at such professional advisors time as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made requested by the Company should have been made (“Underpayment”)or the Executive. If an Underpayment has occurredthe Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and the Executive. (c) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the amount of any such Underpayment Executive shall be promptly paid by permit the Company to or for control issues related to the benefit of Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or shall control any successor thereto)other issues. In the event that any Total Payments made the issues are interrelated, the Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall be determined make the final determination with regard to otherwise result in the imposition issues. In the event of any tax under Section 4999 of conference with any taxing authority as the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a)Excise Tax or associated income taxes, then the Executive shall promptly repay to permit the representative of the Company to accompany the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto)Executive, from the date the reimbursable payment was received by and the Executive to and the date Executive’s representative shall cooperate with the same is repaid to the CompanyCompany and its representative.

280G. (a) Notwithstanding anything contained in any other provision of this Agreement to the contrary, to the extent that any payment, benefit if payments made hereunder or distribution of any type to or for the benefit otherwise are considered “excess parachute payments” under Section 280G of the Executive by the Company or any Internal Revenue Code of the Related Entities1986, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise as amended (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total PaymentsCode”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, to the extent that the Executive will retain more of the Total Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating such excess parachute payments plus any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been payments made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment and its affiliates that Executive is entitled to receive that are considered excess parachute payments shall be promptly limited to the greatest amount that may be paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or without causing any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition loss of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay deduction to the Company under such Code Section, but only if, by reason of such reduction, the amount “Net After Tax Benefit” (as defined below) to Executive exceeds the net after tax benefit if such reduction was not made. “Net After Tax Benefit” for purposes of any such overpayment together with interest on such amount this Agreement shall mean the sum of (at i) the same rate as is applied total amounts payable to determine Executive that would constitute an “excess parachute payment” within the present value meaning of payments under Section 280G of the Code, less (ii) the amount of federal, state and other income taxes payable with respect to the foregoing calculated at the maximum marginal tax rate for each year in which the foregoing shall be paid to Executive (based upon the rate in effect for such year as set forth in the Code at the time of termination of Executive’s employment or any successor theretothe change in control), from less (iii) the date amount of excise taxes imposed with respect to the reimbursable payment was received payments and benefits described above by Section 4999 of the Code. The determination of whether payments would be considered excess parachute payments and the calculation of all the amounts referred to in this section shall be made reasonably and in good faith by the Executive to parties, provided, that if the date parties cannot agree, then such determination (and supporting calculations) shall be made by attorneys, accountants, or an executive compensation consulting firm each as selected by the same is repaid to Company at the Companyexpense of the Company (the “280G Service Providers”). Any determination by the 280G Service Providers made in good faith shall be binding upon the Company and Executive.

280G. (a) Notwithstanding anything contained in this Agreement or any other agreement to the contrary, in the event it is determined that part or all of the consideration, compensation or benefits to be paid to the extent that Executive by the Employers or any paymentaffiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) or any other person to or for the benefit of the Executive, whether paid or distribution payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Employers or any such affiliate, constitute “parachute payments” under Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended, (the “Code”) then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any type consideration, compensation or benefits to be paid to the Executive under any other plan, arrangement or agreement which constitute “parachute payments” (collectively, the “Parachute Amount”) exceeds 2.99 times the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code (the “Executive Base Amount”), the amounts constituting “parachute payments” which would otherwise be payable to or for the benefit of the Executive by shall be reduced to the Company or any of extent necessary so that the Related Entities, whether paid or payable, provided or Parachute Amount is equal to be provided, or distributed or distributable 2.99 times the Executive Base Amount. If the determination made pursuant to the terms preceding sentence results in a reduction of this Agreement the payments that would otherwise be paid to the Executive, then the Executive may then elect, in the Executive’s sole discretion, which and how much of any particular entitlement shall be eliminated or otherwise (including, without limitation, any accelerated vesting reduced and shall advise the Employers in writing of stock options or other equitythe Executive’s election within ten days of the determination of the reduction in payments. If no such election is made by the Executive within such ten-based awards) (collectivelyday period, the “Total Payments”) would Employers may elect which and how much of any entitlement shall be subject eliminated or reduced and shall notify the Executive promptly of such election. The calculations under this Section will be made by the Employers’ independent accounting firm, engaged immediately prior to the excise tax imposed under Section event that triggered the payment, in consultation with the Employers’ outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so provided that the maximum amount accounting firm’s determinations must be made with substantial authority (within the meaning of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 6662 of the Code, to the extent that the Executive will retain more of the Total Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent If any payment or benefit that any payment, benefit you will or distribution of any type to or for the benefit of the Executive by may receive from the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the a “Total Payments280G Payment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then any such 280G Payment will be equal to the extent that Reduced Amount. The “Reduced Amount” will be either (x) the Executive will retain more largest portion of the Total Payments 280G Payment that would result in no portion of the 280G Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the 280G Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis following this reduction than if basis, of the full amount were payable. Unless greater economic benefit notwithstanding that all or some portion of the Executive shall have given prior written notice 280G Payment may be subject to the Company to effectuate Excise Tax. If a reduction in a 280G Payment is required pursuant to the Total Payments if such a reduction preceding sentence and the Reduced Amount is required, any such notice consistent with determined pursuant to clause (x) of the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunderpreceding sentence, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest reduction will occur in the future being manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced firstwill be reduced pro rata (the “Pro Rata Reduction Method”), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that Notwithstanding the Total Payments to foregoing, if the Executive must be reduced Reduction Method or eliminated the Pro Rata Reduction Method would result in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result any portion of the uncertainty in the application of 280G Payment being subject to taxes pursuant to Section 4999 409A of the Code at the time that would not otherwise be subject to taxes pursuant to Section 409A of the initial determination by Code, then the Board hereunderReduction Method and/or the Pro Rata Reduction Method, it is possible that as the Total Payments case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification will preserve to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredgreatest extent possible, the amount greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, 280G Payments that are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before 280G Payments that are not contingent on future events; and (C) as a third priority, 280G Payments that are “deferred compensation” within the meaning of any such Underpayment shall be promptly paid by the Company to or for the benefit Section 409A of the Executive together with interest on such amount Code will be reduced (at or eliminated) before 280G Payments that are not “deferred compensation” within the same rate as is applied to determine meaning of Section 409A of the present value of payments under Code. (c) If Section 280G of the Code or is not applicable by law to you, the Company will determine whether any successor thereto). In similar law in your jurisdiction applies and should be taken into account. (d) The independent professional firm engaged by the event that any Total Payments made Company for general tax audit purposes as of the day prior to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 effective date of the Code and Change in Control will make all determinations required to be made under this Section. If the firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company will appoint a reduction in nationally recognized independent professional firm to make the Total Payments is determinations required pursuant hereunder. The Company will bear all expenses with respect to Section 8.4.4(a)the determinations by such firm required to be made hereunder. The Company will use commercially reasonable efforts to cause the firm engaged to make the determinations hereunder to provide its calculations, then the Executive shall promptly repay together with detailed supporting documentation, to the Company and you within thirty (30) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by the Company or you) or such other time as requested by the Company or you. (e) If you receive a 280G Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the 280G Payment is subject to the Excise Tax, you will promptly return to the Company a sufficient amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G Payment (after reduction pursuant to clause (x) of the Code or any successor thereto), from first paragraph of this Section) so that no portion of the date the reimbursable payment was received by the Executive remaining 280G Payment is subject to the date Excise Tax. For the same is repaid avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of the first paragraph of this Section, you will have no obligation to return any portion of the 280G Payment pursuant to the Companypreceding sentence.

280G. (a) Notwithstanding anything contained in this Agreement to In the contraryevent that the amount of any compensation, to the extent that any payment, benefit payment or distribution of any type by Pyxis or its affiliates to or for the benefit of the Executive by the Company or any of the Related Entitiesyour benefit, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Aggregate Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject to the extent that the Executive will retain more excise tax imposed by Section 4999 of the Total Payments on an after-tax basis following this Code; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the full Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration not subject to Section 409A of the Code; (iv) equity-based payments and acceleration subject to Section 409A of the Code; and (v) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. § 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation §1.280G-1, Q&A- 24(b) or (c). For purposes of this Section 9, the “After Tax Amount” means the amount were payableof the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. Unless For purposes of determining the Executive After Tax Amount, you shall have given prior written notice be deemed to pay federal income taxes at the Company highest marginal rate of federal income taxation applicable to effectuate individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Total Aggregate Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of pursuant to this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, Section 9 shall be made by a nationally recognized accounting firm or a firm specializing in Section 280G calculations selected by Pyxis, which shall provide detailed supporting calculations both to Pyxis and you. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by Pyxis. Notwithstanding the Board foregoing, if (i) Pyxis is not publicly traded prior to the occurrence of a change in control such that the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result private company exception pursuant to Q & A #7 of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments regulations promulgated under Section 280G of the Code or is applicable and (ii) you request that Pyxis seek shareholder approval of the portion of any successor thereto). In the event that any Total Payments payments to be made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the Code or any successor thereto), payments will be exempt from the date excise taxes imposed under Sections 280G and 4999 of the reimbursable payment was received by the Executive Code, Pyxis shall use its reasonable best efforts to the date the same is repaid to the Companyobtain such approval.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that If any payment, payment or benefit you will or distribution of any type to or for the benefit of the Executive by may receive from the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise from another source (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the a “Total Payments280G Payment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then any such 280G Payment pursuant to this letter agreement (a “Payment”) will be equal to the extent that Reduced Amount. The “Reduced Amount” will be either (x) the Executive will retain more largest portion of the Total Payments Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis following this reduction than if basis, of the full amount were payable. Unless greater economic benefit notwithstanding that all or some portion of the Executive shall have given prior written notice Payment may be subject to the Company to effectuate Excise Tax. If a reduction in a Payment is required pursuant to the Total Payments if such a reduction preceding sentence and the Reduced Amount is required, any such notice consistent with determined pursuant to clause (x) of the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunderpreceding sentence, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest reduction will occur in the future being manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced firstwill be reduced pro rata (the “Pro Rata Reduction Method”), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments Notwithstanding any provision of paragraph (a) to the Executive must contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification will preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), will be reduced (or eliminated in accordance with subsection 8.4.4(aeliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code will be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. (c) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 10(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result Internal Revenue Service determines thereafter that some portion of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it Payment is possible that the Total Payments subject to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredExcise Tax, the amount of any such Underpayment shall be you agree to promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay return to the Company the a sufficient amount of any such overpayment together with interest on such amount the Payment (at the same rate as is applied after reduction pursuant to determine the present value clause (x) of payments under Section 280G 10(a)) so that no portion of the Code or any successor theretoremaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 10(a), from you will have no obligation to return any portion of the date the reimbursable payment was received by the Executive Payment pursuant to the date the same is repaid to the Companypreceding sentence.

280G. (a) Notwithstanding anything contained in this Agreement to In the contraryevent that the amount of any compensation, to the extent that any payment, benefit payment or distribution of any type by Pyxis or its affiliates to or for the benefit of the Executive by the Company or any of the Related Entitiesyour benefit, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Aggregate Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject to the extent that the Executive will retain more excise tax imposed by Section 4999 of the Total Payments on an after-tax basis following this Code; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the full Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity- based payments and acceleration not subject to Section 409A of the Code; (iv) equity-based payments and acceleration subject to Section 409A of the Code; and (v) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. § 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation §1.280G- 1, Q&A- 24(b) or (c). For purposes of this Section 9, the “After Tax Amount” means the amount were payableof the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. Unless For purposes of determining the Executive After Tax Amount, you shall have given prior written notice be deemed to pay federal income taxes at the Company highest marginal rate of federal income taxation applicable to effectuate individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Total Aggregate Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of pursuant to this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, Section 9 shall be made by a nationally recognized accounting firm or a firm specializing in Section 280G calculations selected by Pyxis, which shall provide detailed supporting calculations both to Pyxis and you. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by Pyxis. Notwithstanding the Board foregoing, if (i) Pyxis is not publicly traded prior to the occurrence of a change in control such that the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result private company exception pursuant to Q & A #7 of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments regulations promulgated under Section 280G of the Code or is applicable and (ii) you request that Pyxis seek shareholder approval of the portion of any successor thereto). In the event that any Total Payments payments to be made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the Code or any successor thereto), payments will be exempt from the date excise taxes imposed under Sections 280G and 4999 of the reimbursable payment was received by the Executive Code, Pyxis shall use its reasonable best efforts to the date the same is repaid to the Companyobtain such approval.

280G. (a) Notwithstanding anything contained in this Agreement Policy to the contrary, to in the extent event that any payment, payment or benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid or payable, provided received or to be providedreceived by an Eligible Employee (including any payment or benefit received in connection with a “Change in Control” or the termination of an Eligible Employee’s employment or consultancy, or distributed or distributable whether pursuant to the terms of this Agreement Policy or otherwise (includingany other plan, without limitation, any accelerated vesting of stock options arrangement or other equity-based awardsagreement) (collectively, all such payments and benefits being hereinafter referred to as the “Total Payments”) would not be subject deductible (in whole or part) by the Company or any of its subsidiaries or Affiliates making such payment or providing such benefit as a result of Code Section 280G, then, to the excise tax imposed under Section 4999 extent necessary to make such portion of the CodeTotal Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, then arrangement or agreement), the portion of the Total Payments that do not constitute deferred compensation within the meaning of Code Section 409A shall first be reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero). (b) For purposes of this limitation, (i) no portion of the Total Payments the receipt or enjoyment of which an Eligible Employee shall have waived at such time and in such manner as not to constitute a “payment” within the meaning of Code Section 280G(b) shall be taken into account; (ii) no portion of the Total Payments shall be taken into account which, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to an Eligible Employee and selected by the accounting firm which was, immediately prior to the Change in Control, the Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Code Section 280G(b)(2), including by reason of Code Section 280G(b)(4)(A); (iii) the Severance Pay payable to an Eligible Employee pursuant to Section 4(a) hereof shall be reduced (but not below zero) only to the extent necessary so that the maximum amount of the Total Payments (after reductionother than those referred to in clauses (i) shall be one dollar or ($1.00ii) less than of this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the amount which would cause meaning of Code Section 280G(b)(4)(B) or are otherwise not subject to disallowance as deductions by reason of Code Section 280G, in the opinion of Tax Counsel; and (iv) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Code Sections 280G(d)(3) and (4). (c) If it is established pursuant to be a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, notwithstanding the good faith of an Eligible Employee and the Company in applying the terms of this Section 12, the Total Payments paid to or for an Eligible Employee’s benefit are in an amount that would result in any portion of such Total Payments being subject to the excise tax imposed by Code Section 4999 (the “Excise Tax”), then, if such repayment would result in (i) no portion of the Code, remaining Total Payments being subject to the extent that Excise Tax and (ii) a dollar-for-dollar reduction in the Executive will retain more Eligible Employee’s taxable income and wages for purposes of federal, state and local income and employment taxes, the Eligible Employee shall have an obligation to pay the Company upon demand an amount equal to the sum of (x) the excess of the Total Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the Eligible Employee’s benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in over the Total Payments is required pursuant that could have been paid to Section 8.4.4(a), then or for the Executive shall promptly repay Eligible Employee’s benefit without any portion of such Total Payments being subject to the Company Excise Tax; and (y) interest on the amount set forth in clause (x) of any such overpayment together with interest on such amount (this sentence at the same rate as is applied to determine the present value of payments under provided in Code Section 280G of the Code or any successor thereto), 1274(b)(2)(B) from the date of the reimbursable payment was received by the Executive to Eligible Employee’s receipt of such excess until the date the same is repaid to the Companyof such payment.

280G. (a) Notwithstanding anything contained If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in this Agreement to the contrary, to the extent that any payment, benefit or distribution of any type to or for the benefit of the Executive by connection with an Acquisition from the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total PaymentsTransaction Payment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this Section 9.14, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then the Company shall cause to the extent that the Executive will retain more be determined, before any amounts of the Total Payments Transaction Payment are paid to Executive, which of the following two alternative forms of payment would result in Executive’s receipt, on an after-tax basis following this reduction than if basis, of the full greater amount were payable. Unless of the Executive shall have given prior written notice Transaction Payment notwithstanding that all or some portion of the Transaction Payment may be subject to the Company Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether to effectuate make a reduction in the Total Payments if such Full Payment or a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunderReduced Payment, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments cause to be made furthest taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (all computed at the highest applicable marginal rate, net of the maximum reduction in federal income taxes which could be obtained from a deduction of such state and local taxes). If a Reduced Payment is made, (x) Executive shall have no rights to any additional payments and/or benefits constituting the Transaction Payment, and (y) reduction in payments and/or benefits shall occur in the future being manner that results in the greatest economic benefit to Executive as determined in this paragraph. If more than one method of reduction will result in the same economic benefit, the portions of the Payment shall be reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensationpro rata. (b) Any determination that The independent registered public accounting firm engaged by the Total Payments Company as of the day prior to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and effective date of the assumptions Acquisition shall make all determinations required to be utilized in arriving at made under this Section 9.14. If the independent registered public accounting firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Acquisition, the Company shall appoint a nationally recognized independent registered public accounting firm that is reasonably acceptable to Executive (and such determination, acceptance shall not be unreasonably withheld) to make the determinations required hereunder. The Company shall bear all reasonable expenses with respect to the determinations by such independent registered public accounting firm required to be made hereunder. The independent registered public accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Company and Executive within fifteen (15) calendar days after the date on which Executive’s right to a Transaction Payment is triggered or such other time as reasonably requested by the Board in Company or Executive. If the exercise of its reasonableindependent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in either before or after the application of Section 4999 the Reduced Amount, it shall furnish the Company and Executive with detailed supporting calculations of its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. Any good faith determinations of the Code at the time of the initial determination by the Board hereunderaccounting firm made hereunder shall be final, it is possible that the Total Payments to the Executive which will not have been made by binding and conclusive upon the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the CompanyExecutive.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid payments or payable, benefits provided or to be provided, or distributed or distributable pursuant to the terms of for in this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options other agreement or other equity-based awards) arrangement between the Executive and the Company (collectively, the “Total Payments”) would be subject to constitute “parachute payments” within the excise tax imposed under meaning of Section 4999 280G of the CodeCode and, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which for this Section 14.c., would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such Payments shall be either (i) provided in full, or (ii) provided as to such lesser extent which would result in no portion of such benefit being subject to the extent that Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive will retain more of the Total Payments on an after-tax basis following of the greatest amount of benefits notwithstanding that all or some portion of such benefits may be subject to the Excise Tax (the “Reduced Amount”). If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (i) of the preceding sentence, the reduction shall occur in the manner (the “Reduction Method”) that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). If this reduction than Section 14.c. is applied to reduce an amount payable to the Executive, and the Internal Revenue Service successfully asserts that, despite the reduction, the Executive has nonetheless received payments which are in excess of the maximum amount that could have been paid to him without being subjected to any excise tax, then, unless it would be unlawful for the Company to make such a loan or similar extension of credit to the Executive, the Executive may repay such excess amount to the Company as though such amount constitutes a loan to the Executive made at the date of payment of such excess amount, bearing interest at 120% of the applicable federal rate (as determined under section 1274(d) of the Code in respect of such loan). Notwithstanding any provision of this Section 14.c to the contrary, if the full amount were payableReduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (i) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for the Executive as determined on an after-tax basis; (ii) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be eliminated before Payments that are not contingent on future events; and (iii) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced before Payments that are not “deferred compensation” within the meaning of Section 409A of the Code. Unless the Company and the Executive shall have given prior written notice to the Company to effectuate a reduction otherwise agree in the Total Payments if such a reduction is requiredwriting, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of determination required under this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, paragraph shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made Company’s independent public accountants (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.the

280G. (a) Notwithstanding anything contained in any other provision of this Agreement Agreement, or any other agreement, plan, or arrangement to the contrary, to the extent that if any payment, benefit or distribution portion of any type payment or benefit to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid or payable, provided or to be providedEmployee under this Agreement, or distributed under any other agreement, plan, or distributable pursuant to arrangement (in the terms of this Agreement or otherwise (includingaggregate, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) ), would be subject to constitute an “excess parachute payment” under Section 280G of the Code, and would, but for this Section 15, result in the imposition on Employee of an excise tax imposed (the “Excise Tax”) under Section 4999 of the Internal Revenue Code (the “Code”), then the Total Payments to be made to the Employee shall either be (a) delivered in full, or (b) delivered in a reduced (but not below zero) so amount that the maximum amount of the Total Payments (after reduction) shall be one dollar (is $1.00) 1.00 less than the amount which that would cause the any portion of such Total Payments to be subject to the excise tax imposed by Section 4999 Excise Tax, whichever of the Code, to foregoing results in the extent that receipt by the Executive will retain more Employee of the Total Payments greatest benefit on an after-tax basis following this (taking into account the Excise Tax, as well as the applicable federal, state, and local income and employment taxes, for which the Employee shall be deemed to pay at the highest marginal rate for the applicable calendar year). To the extent the foregoing reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is requiredapplies, then any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty payment or interest thereunder, the Company benefit shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated by applying the following principles, in accordance order: (1) the payment or benefit with subsection 8.4.4(athe higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (3) cash payments shall be reduced prior to non-cash benefits; provided that if the assumptions to be utilized in arriving at such determinationforegoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made by pro rata among the Board in payment or benefits (on the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result basis of the uncertainty in the application of Section 4999 relative present value of the Code at parachute payments). The determination of whether the time of Excise Tax or the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which foregoing reduction will not have been apply will be made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly independent tax counsel selected and paid by the Company to or for the benefit (which may be regular counsel of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor theretoCompany). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

280G. (a) Notwithstanding anything contained in this Agreement to In the contraryevent that the amount of any compensation, to the extent that any payment, benefit payment or distribution of any type by NextCure or its affiliates to or for the benefit of the Executive by the Company or any of the Related Entitiesyour benefit, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Aggregate Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject to the extent that the Executive will retain more excise tax imposed by Section 4999 of the Total Payments on an after-tax basis following this Code; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the full Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. § 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation §1.280G-1, Q&A- 24(b) or (c). For purposes of this Section 9, the “After Tax Amount” means the amount were payableof the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. Unless For purposes of determining the Executive After Tax Amount, you shall have given prior written notice be deemed to pay federal income taxes at the Company highest marginal rate of federal income taxation applicable to effectuate individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Total Aggregate Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of pursuant to this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, Section 9 shall be made by a nationally recognized accounting firm or a firm specializing in Section 280G calculations selected by NextCure, which shall provide detailed supporting calculations both to NextCure and you. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by NextCure. Notwithstanding the Board foregoing, if (i) NextCure is not publicly traded prior to the occurrence of a change in control such that the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result private company exception pursuant to Q & A #7 of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments regulations promulgated under Section 280G of the Code or is applicable and (ii) you request that NextCure seek shareholder approval of the portion of any successor thereto). In the event that any Total Payments payments to be made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the Code or any successor thereto), payments will be exempt from the date excise taxes imposed ​ ​ under Sections 280G and 4999 of the reimbursable payment was received by the Executive Code, NextCure shall use its reasonable best efforts to the date the same is repaid to the Companyobtain such approval.

280G. (a) Notwithstanding anything contained any other provision of this Agreement, except as set forth in this Agreement Section 9.1(b), in the event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not be obligated to provide to the contrary, Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent that necessary to eliminate any payment“excess parachute payments” (as defined in Code Section 280G(b)(1)) for the Executive. For purposes of this Section 9.1, benefit the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or distribution any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (b) Notwithstanding the provisions of Section 9.1(a), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) 100% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any type to or for the benefit of additional taxes that would be incurred by the Executive by if the Company or any of the Related Entities, whether Eliminated Payments (determined without regard to this sentence) were paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise him (including, without limitationstate and federal income taxes on the Eliminated Payments, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, Code payable with respect to the extent that the Executive will retain more all of the Total Contingent Compensation Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements excess of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights “base amount” (as defined in Section 280G(b)(3) of the Code), and entitlements any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 9.1(b) shall be referred to as a “Section 9.1(b) Override.” For purpose of this paragraph, if any benefits federal or compensation. (b) Any determination that the Total Payments state income taxes would be attributable to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise receipt of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredany Eliminated Payment, the amount of any such Underpayment taxes shall be promptly paid computed by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company multiplying the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received Eliminated Payment by the Executive to maximum combined federal and state income tax rate provided by law. (c) For purposes of this Section 9.1 the date following terms shall have the same is repaid to the Company.following respective meanings:

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that If any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid or payable, payments and benefits provided or to be provided, or distributed or distributable pursuant to the terms of under this Agreement or otherwise any other agreement (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total PaymentsBenefits”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such Benefits payments shall be adjusted so that it would equal to the extent that Reduced Amount. The “Reduced Amount” shall be either (x) the Executive will retain more largest portion of the Total Payments Benefits payments that would result in no portion of the Benefits payments being subject to the Excise Tax or (y) the total Benefits payments, whichever amount of (x) or (y), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in receipt by Employee, on an after-tax basis following this reduction than if basis, of the full greater amount were payable. Unless of the Executive shall have given prior written notice Benefits payments notwithstanding that all or some portion of the Benefits payments may be subject to the Company to effectuate Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Total Payments Benefits payments equals the Reduced Amount, reduction shall occur the manner (the “Reduction Method”) that results in the greatest economic benefit for the Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding any provision of this Section 6 to the contrary, if such the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Benefits being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a reduction is requiredfirst priority, any such notice consistent with the requirements modification will preserve to the greatest extent possible, the greatest economic benefit for the Employee as determined on an after-tax basis; (B) as a second priority, Benefits that are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before Benefits that are not contingent on future events; and (C) as a third priority, Benefits that are “deferred compensation” within the meaning of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at will be reduced (or eliminated) before Benefits that are not deferred compensation within the time meaning of Section 409A of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the CompanyCode.

280G. (a) Notwithstanding anything contained in this Agreement to In the contraryevent that the amount of any compensation, to the extent that any payment, benefit payment or distribution of any type by Pyxis or its affiliates to or for the benefit of the Executive by the Company or any of the Related Entitiesyour benefit, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Aggregate Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject to the extent that the Executive will retain more excise tax imposed by Section 4999 of the Total Payments on an after-tax basis following this Code; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the full Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. § 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation §1.280G-1, Q&A- 24(b) or (c). For purposes of this Section 9, the “After Tax Amount” means the amount were payableof the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. Unless For purposes of determining the Executive After Tax Amount, you shall have given prior written notice be deemed to pay federal income taxes at the Company highest marginal rate of federal income taxation applicable to effectuate individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Total Aggregate Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of pursuant to this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, Section 9 shall be made by a nationally recognized accounting firm or a firm specializing in Section 280G calculations selected by Pyxis, which shall provide detailed supporting calculations both to Pyxis and you. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by Pyxis. Notwithstanding the Board foregoing, if (i) Pyxis is not publicly traded prior to the occurrence of a change in control such that the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result private company exception pursuant to Q & A #7 of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments regulations promulgated under Section 280G of the Code or is applicable and (ii) you request that Pyxis seek shareholder approval of the portion of any successor thereto). In the event that any Total Payments payments to be made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the Code or any successor thereto), payments will be exempt from the date excise taxes imposed under Sections 280G and 4999 of the reimbursable payment was received by the Executive Code, Pyxis shall use its reasonable best efforts to the date the same is repaid to the Companyobtain such approval.

280G. (a) Notwithstanding anything contained in any other provision of this Agreement Agreement, or any other agreement, plan, or arrangement to the contrary, to the extent that if any payment, benefit or distribution portion of any type payment or benefit to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid or payable, provided or to be providedEmployee under this Agreement, or distributed under any other agreement, plan, or distributable pursuant to arrangement (in the terms of this Agreement or otherwise (includingaggregate, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) ), would be subject to constitute an “excess parachute payment” under Section 280G of the Code, and would, but for this Section 15, result in the imposition on Employee of an excise tax imposed (the “Excise Tax”) under Section 4999 of the Internal Revenue Code (the “Code”), then the Total Payments to be made to the Employee shall either be (a) delivered in full, or (b) delivered in a reduced (but not below zero) so amount that the maximum amount of the Total Payments (after reduction) shall be one dollar (is $1.00) 1.00 less than the amount which that would cause the any portion of such Total Payments to be subject to the excise tax imposed by Section 4999 Excise Tax, whichever of the Code, to foregoing results in the extent that receipt by the Executive will retain more Employee of the Total Payments greatest benefit on an after-tax basis following this (taking into account the Excise Tax, as well as the applicable federal, state, and local income and employment taxes, for which the Employee shall be deemed to pay at the highest marginal rate for the applicable calendar year). To the extent the foregoing reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is requiredapplies, then any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty payment or interest thereunder, the Company benefit shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated DOCPROPERTY "CUS_DocIDChunk0" 4866-7926-4784.11 by applying the following principles, in accordance order: (1) the payment or benefit with subsection 8.4.4(athe higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (3) cash payments shall be reduced prior to non-cash benefits; provided that if the assumptions to be utilized in arriving at such determinationforegoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made by pro rata among the Board in payment or benefits (on the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result basis of the uncertainty in the application of Section 4999 relative present value of the Code at parachute payments). The determination of whether the time of Excise Tax or the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which foregoing reduction will not have been apply will be made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly independent tax counsel selected and paid by the Company to or for the benefit (which may be regular counsel of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor theretoCompany). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid payments or payable, benefits provided or to be provided, or distributed or distributable pursuant to the terms of for in this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options other agreement or other equity-based awards) arrangement between the Executive and the Company (collectively, the “Total "Payments”") would be subject to constitute "parachute payments" within the excise tax imposed under meaning of Section 4999 280G of the CodeCode and, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which for this Section 14.c., would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the CodeCode (the "Excise Tax"), then such Payments shall be either (i) provided in full, or (ii) provided as to such lesser extent which would result in no portion of such benefit being subject to the extent that Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by the Executive will retain more of the Total Payments on an after-tax basis following of the greatest amount of benefits notwithstanding that all or some portion of such benefits may be subject to the Excise Tax (the "Reduced Amount"). If a reduction in a Payment is required pursuant to the preceding sentence and the Reduced Amount is determined pursuant to clause (i) of the preceding sentence, the reduction shall occur in the manner (the "Reduction Method") that results in the greatest economic benefit for Executive. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata (the "Pro Rata Reduction Method"). If this reduction than Section 14.c. is applied to reduce an amount payable to the Executive, and the Internal Revenue Service successfully asserts that, despite the reduction, the Executive has nonetheless received payments which are in excess of the maximum amount that could have been paid to him without being subjected to any excise tax, then, unless it would be unlawful for the Company to make such a loan or similar extension of credit to the Executive, the Executive may repay such excess amount to the Company as though such amount constitutes a loan to the Executive made at the date of payment of such excess amount, bearing interest at 120% of the applicable federal rate (as determined under section 1274(d) of the Code in respect of such loan). Notwithstanding any provision of this Section 14.c to the contrary, if the full amount were payableReduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A of the Code that would not otherwise be subject to taxes pursuant to Section 409A of the Code, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (i) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for the Executive as determined on an after•tax basis; (ii) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be eliminated before Payments that are not contingent on future events; and (iii) as a third priority, Payments that are "deferred compensation" within the meaning of Section 409A of the Code shall be reduced before Payments that are not "deferred compensation" within the meaning of Section 409A of the Code. Unless the Company and the Executive shall have given prior written notice to the Company to effectuate a reduction otherwise agree in the Total Payments if such a reduction is requiredwriting, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of determination required under this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, paragraph shall be made by the Board in Company's independent public accountants (the exercise "Accountants"), whose detennination shall be conclusive and binding upon all parties. For purposes of its making the calculations required by this section, the Accountants may make reasonable assumptions concerning applicable taxes and may rely on reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in interpretations concerning the application of Section Sections 280G and 4999 of the Code at Code. The Company and the time Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this section. The Company shall bear all costs of the initial determination Accountants in connection with any calculations contemplated by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”)this section. If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to Reduction Method or for the benefit of the Executive together with interest on such amount (at the same rate as Pro Rata Reduction Method in Section 14.c. is applied to determine reduce an amount payable to the present value of Executive, and the Internal Revenue Service successfully asserts that, despite such reduction, the Executive has nonetheless received payments under Section 280G which are in excess of the Code or maximum amount that could have been paid to him without being subjected to any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a)Excise Tax, then the Executive shall promptly repay such excess amount to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G so that no portion of the Code or any successor thereto), from the date the reimbursable remaining payment was received by the Executive is subject to the date the same is repaid to the CompanyExcise Tax.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent If any payment or benefit that any payment, benefit you will or distribution of any type to or for the benefit of the Executive by may receive from the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the a “Total Payments280G Payment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then any such 280G Payment will be equal to the extent that Reduced Amount. The “Reduced Amount” will be either (x) the Executive will retain more largest portion of the Total Payments 280G Payment that would result in no portion of the 280G Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the 280G Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis following this reduction than if basis, of the full amount were payable. Unless greater economic benefit notwithstanding that all or some portion of the Executive shall have given prior written notice 280G Payment may be subject to the Company to effectuate Excise Tax. If a reduction in a 280G Payment is required pursuant to the Total Payments if such a reduction preceding sentence and the Reduced Amount is required, any such notice consistent with determined pursuant to clause (x) of the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunderpreceding sentence, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest reduction will occur in the future being manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced firstwill be reduced pro rata (the “Pro Rata Reduction Method”), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that Notwithstanding the Total Payments to foregoing, if the Executive must be reduced Reduction Method or eliminated the Pro Rata Reduction Method would result in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result any portion of the uncertainty in the application of 280G Payment being subject to taxes pursuant to Section 4999 409A of the Code at the time that would not otherwise be subject to taxes pursuant to Section 409A of the initial determination by Code, then the Board hereunderReduction Method and/or the Pro Rata Reduction Method, it is possible that as the Total Payments case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification will preserve to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredgreatest extent possible, the amount of any such Underpayment shall greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, 280G Payments that are contingent on future events (e.g., being terminated without Cause), will be promptly paid by the Company to reduced (or for the benefit of the Executive together with interest eliminated) before 280G Payments that are not contingent on such amount future events; and (at the same rate as is applied to determine the present value of payments under C) (c) If Section 280G of the Code or is not applicable by law to you, the Company will determine whether any successor thereto). In similar law in your jurisdiction applies and should be taken into account. (d) The independent professional firm engaged by the event that any Total Payments made Company for general tax audit purposes as of the day prior to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 effective date of the Code and Change in Control will make all determinations required to be made under this Section. If the firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company will appoint a reduction in nationally recognized independent professional firm to make the Total Payments is determinations required pursuant hereunder. The Company will bear all expenses with respect to Section 8.4.4(a)the determinations by such firm required to be made hereunder. The Company will use commercially reasonable efforts to cause the firm engaged to make the determinations hereunder to provide its calculations, then the Executive shall promptly repay together with detailed supporting documentation, to the Company and you within thirty (30) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by the Company or you) or such other time as requested by the Company or you. (e) If you receive a 280G Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the 280G Payment is subject to the Excise Tax, you will promptly return to the Company a sufficient amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G Payment (after reduction pursuant to clause (x) of the Code or any successor thereto), from first paragraph of this Section) so that no portion of the date the reimbursable payment was received by the Executive remaining 280G Payment is subject to the date Excise Tax. For the same is repaid avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of the first paragraph of this Section, you will have no obligation to return any portion of the 280G Payment pursuant to the Companypreceding sentence.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that If any payment, payment or benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable would receive pursuant to the terms of this Agreement or otherwise in connection with a change in the ownership or effective control of the Company or change in the ownership of a substantial portion of the assets of the Company (includingin each case, without limitationwithin the meaning of Section 280G of the Code and regulations promulgated thereunder (“Section 280G”)), any accelerated vesting of stock options whether from the Company or other equity-based awards) otherwise (collectively, the “Total PaymentsPayment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 of the Code280G, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this paragraph, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then such Payment shall be reduced to the extent that Reduced Amount. The “Reduced Amount” shall be either (x) the Executive will retain more largest portion of the Total Payments Payment that would result in no portion of the Payment being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis following this reduction than if basis, of the full greater amount were payable. Unless of the Executive shall have given prior written notice Payment notwithstanding that all or some portion of the Payment may be subject to the Company to effectuate Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Total Payments if such a Payment equals the Reduced Amount, reduction is requiredshall occur in the following order: in each case, any such notice consistent in reverse chronological order beginning with the requirements Payments that are to be paid the furthest in time after consummation of the transaction that is subject to Section 280G: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to avoid Section 409A of the imputation Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Payments all amounts or payments that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) shall be reduced before any taxamounts that are subject to calculation under Treas. Reg. §1.280G-1, penalty Q&A-24(b) or interest thereunder, (c). The foregoing calculations will be performed at the expense of the Company shall reduce by a law, consulting or eliminate the Total Payments by first reducing or eliminating any cash severance benefits accounting firm (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (aa “280G Firm”) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made selected by the Company should have been made (“Underpayment”)after reasonable, good-faith consultation with Executive. If an Underpayment has occurredIn preparing such calculations, the amount 280G Firm shall consider in good faith the input of any Executive and his advisors regarding such Underpayment calculation and the parties shall be promptly paid cooperate in good faith to mitigate, to the extent permitted by Section 280G, the Company extent to or for which the benefit of the Executive together with interest on such amount (at the same rate Payment is treated as is applied to determine the present value of payments an excess parachute payment under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the 280G. Executive shall be determined entitled to otherwise result in the imposition of any tax under Section 4999 receive and retain a copy of the Code and a reduction in calculations prepared by the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Firm hereunder with respect to Executive to the date the same is repaid to the Companyfor his personal records.

280G. (a) Notwithstanding anything contained in this Agreement If any amounts or benefits to the contrary, to the extent that any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether be paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of under this Agreement or otherwise would cause payments or benefits (including, without limitation, any accelerated vesting of stock options or other equity-based awardscompensation) to not be fully deductible by the Company for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (collectively, the “Total Payments”) or that would be subject you to the excise tax imposed under by Section 4999 of the Code, then the Total Payments shall or any successor provision thereto), such payments and benefits (and other compensation) will be reduced to the extent necessary such that no portion of such payments or benefits (but not below zeroor other compensation) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to will be subject to the excise tax imposed by Section 4999 of the Code, to the extent or any successor provision thereto; provided, that the Executive such a reduction will retain more be made only if, by reason of the Total Payments on an such reduction, your net after-tax basis following benefit exceeds the net after-tax benefit you would realize if such reduction were not made. The determination of whether any such payments or benefits to be provided under this reduction than if Agreement or otherwise would not be so deductible (or whether you would be subject to such excise tax) shall be made by a firm of independent accountants or a law firm selected by the full amount were payableCompany’s board of directors. Unless the Executive shall have given prior written notice If such payments are reduced pursuant to the Company to effectuate a reduction foregoing, they will be reduced in the Total Payments if such a reduction is requiredfollowing order: first, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first)payments, then by reducing or eliminating any accelerated vesting of stock options or similar awards, then PSU Payout Amount and finally by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions payments and benefits due to you that constitute a “parachute payment” for purposes of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code Code, with any cash payments being reduced first before any non-cash payments in inverse order from the last date of payment and all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) being reduced before any successor theretoamounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). In Notwithstanding the event foregoing, to the extent the parties agree that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a)foregoing amounts are not parachute payments, then the Executive such amounts shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Companynot be reduced.

280G. (a) Notwithstanding anything contained in this Agreement If any amounts or benefits to the contrary, to the extent that any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related Entities, whether be paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of under this Agreement or otherwise would cause payments or benefits (including, without limitation, any accelerated vesting of stock options or other equity-based awardscompensation) to not be fully deductible by the Company for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (collectively, the “Total Payments”) or that would be subject you to the excise tax imposed under by Section 4999 of the Code, then the Total Payments shall or any successor provision thereto), such payments and benefits (and other compensation) will be reduced to the extent necessary such that no portion of such payments or benefits (but not below zeroor other compensation) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to will be subject to the excise tax imposed by Section 4999 of the Code, to the extent or any successor provision thereto; provided, that the Executive such a reduction will retain more be made only if, by reason of the Total Payments on an such reduction, your net after-tax basis following benefit exceeds the net after-tax benefit you would realize if such reduction were not made. The determination of whether any such payments or benefits to be provided under this reduction than if Agreement or otherwise would not be so deductible (or whether you would be subject to such excise tax) shall be made by a firm of independent accountants or a law firm selected by the full amount were payableCompany’s board of directors. Unless the Executive shall have given prior written notice If such payments are reduced pursuant to the Company to effectuate a reduction foregoing, they will be reduced in the Total Payments if such a reduction is requiredfollowing order: first, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first)payments, then by reducing or eliminating any accelerated vesting of stock options or similar awards, then PSU Payout Amount and finally by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions payments and benefits due to you that constitute a “parachute payment” for purposes of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code Code, with any cash payments being reduced first before any non-cash payments in inverse order from the last date of payment and all amounts that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) being reduced before any successor theretoamounts that are subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). In Notwithstanding the event foregoing, to the extent the 3 parties agree that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a)foregoing amounts are not parachute payments, then the Executive such amounts shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Companynot be reduced.

280G. (a) Notwithstanding anything contained in this Agreement to In the contraryevent that the amount of any compensation, to the extent that any payment, benefit payment or distribution of any type by Tempest or its affiliates to or for the benefit of the Executive by the Company or any of the Related Entitiesyour benefit, whether paid or payable, provided or to be provided, payable or distributed or distributable pursuant to the terms of this Agreement or otherwise otherwise, calculated in a manner consistent with Section 280G of the Code and the applicable regulations thereunder (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Aggregate Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, then the Aggregate Payments shall be reduced (but not below zero) so that the sum of all of the Aggregate Payments shall be $1.00 less than the amount at which you become subject to the extent that the Executive will retain more excise tax imposed by Section 4999 of the Total Payments on an after-tax basis following this Code; provided that such reduction shall only occur if it would result in you receiving a higher After Tax Amount (as defined below) than you would receive if the full Aggregate Payments were not subject to such reduction. In such event, the Aggregate Payments shall be reduced in the following order, in each case, in reverse chronological order beginning with the Aggregate Payments that are to be paid the furthest in time from consummation of the transaction that is subject to Section 280G of the Code: (i) cash payments not subject to Section 409A of the Code; (ii) cash payments subject to Section 409A of the Code; (iii) equity-based payments and acceleration; and (iv) non-cash forms of benefits; provided that in the case of all the foregoing Aggregate Payments all amounts or payments that are not subject to calculation under Treas. Reg. § 1.280G-1, Q&A-24(b) or (c) shall be reduced before any amounts that are subject to calculation under Treasury Regulation §1.280G-1, Q&A- 24(b) or (c). For purposes of this Section 9, the “After Tax Amount” means the amount were payableof the Aggregate Payments less all federal, state, and local income, excise and employment taxes imposed on you as a result of your receipt of the Aggregate Payments. Unless For purposes of determining the Executive After Tax Amount, you shall have given prior written notice be deemed to pay federal income taxes at the Company highest marginal rate of federal income taxation applicable to effectuate individuals for the calendar year in which the determination is to be made, and state and local income taxes at the highest marginal rates of individual taxation in each applicable state and locality, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The determination as to whether a reduction in the Total Aggregate Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of pursuant to this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, Section 9 shall be made by a nationally recognized accounting firm or a firm specializing in Section 280G calculations selected by Tempest, which shall provide detailed supporting calculations both to Tempest and you. The costs of obtaining such determination and all related fees and expenses (including related fees and expenses incurred in any later audit) shall be borne by Tempest. Notwithstanding the Board foregoing, if (i) Tempest is not publicly traded prior to the occurrence of a change in control such that the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result private company exception pursuant to Q & A #7 of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments regulations promulgated under Section 280G of the Code or is applicable and (ii) you request that Tempest seek shareholder approval of the portion of any successor thereto). In the event that any Total Payments payments to be made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of you which are parachute payments under Section 280G and exceed 2.99 times your “base amount” (as such term is defined in Section 280G) in order that, upon obtaining such approval, all of the Code or any successor thereto), payments 273897454v.2 will be exempt from the date excise taxes imposed under Sections 280G and 4999 of the reimbursable payment was received by the Executive Code, Tempest shall use its reasonable best efforts to the date the same is repaid to the Companyobtain such approval.

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent If any payment or benefit that any payment, benefit you will or distribution of any type to or for the benefit of the Executive by may receive from the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the a “Total Payments280G Payment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then any such 280G Payment will be equal to the extent that Reduced Amount. The “Reduced Amount” will be either (x) the Executive will retain more largest portion of the Total Payments 280G Payment that would result in no portion of the 280G Payment (after reduction) being subject to the Excise Tax, or (y) the largest portion, up to and including the total, of the 280G Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis following this reduction than if basis, of the full amount were payable. Unless greater economic benefit notwithstanding that all or some portion of the Executive shall have given prior written notice 280G Payment may be subject to the Company to effectuate Excise Tax. If a reduction in a 280G Payment is required pursuant to the Total Payments if such a reduction preceding sentence and the Reduced Amount is required, any such notice consistent with determined pursuant to clause (x) of the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunderpreceding sentence, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest reduction will occur in the future being manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced firstwill be reduced pro rata (the “Pro Rata Reduction Method”), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that Notwithstanding the Total Payments to foregoing, if the Executive must be reduced Reduction Method or eliminated the Pro Rata Reduction Method would result in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result any portion of the uncertainty in the application of 280G Payment being subject to taxes pursuant to Section 4999 409A of the Code at the time that would not otherwise be subject to taxes pursuant to Section 409A of the initial determination by Code, then the Board hereunderReduction Method and/or the Pro Rata Reduction Method, it is possible that as the Total Payments case may be, will be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code (A) as a first priority, the modification will preserve to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredgreatest extent possible, the amount greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, 280G Payments that are contingent on future events (e.g., being terminated without Cause), will be reduced (or eliminated) before 280G Payments that are not contingent on future events; and (C) as a third priority, 280G Payments that are “deferred compensation” within the meaning of any such Underpayment shall be promptly paid by the Company to or for the benefit Section 409A of the Executive together with interest on such amount Code will be reduced (at or eliminated) before 280G Payments that are not “deferred compensation” within the same rate as is applied to determine meaning of Section 409A of the present value of payments under Code. (c) If Section 280G of the Code or is not applicable by law to you, the Company will determine whether any successor thereto). In similar law in your jurisdiction applies and should be taken into account. (d) The independent professional firm engaged by the event that any Total Payments made Company for general tax audit purposes as of the day prior to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 effective date of the Code and Change in Control will make all determinations required to be made under this Section. If the firm so engaged by the Company is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company will appoint a reduction in nationally recognized independent professional firm to make the Total Payments is determinations required pursuant hereunder. The Company will bear all expenses with respect to Section 8.4.4(a)the determinations by such firm required to be made hereunder. The Company will use commercially reasonable efforts to cause the firm engaged to make the determinations hereunder to provide its calculations, then the Executive shall promptly repay together with detailed supporting documentation, to the Company and you within thirty (30) calendar days after the date on which your right to a 280G Payment becomes reasonably likely to occur (if requested at that time by the Company or you) or such other time as requested by the Company or you. (e) If you receive a 280G Payment for which the Reduced Amount was determined pursuant to clause (x) of the first paragraph of this Section and the Internal Revenue Service determines thereafter that some portion of the 280G Payment is subject to the Excise Tax, you will promptly return to the Company a sufficient amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G Payment (after reduction pursuant to clause (x) of the Code or any successor thereto), from first paragraph of this Section) so that no portion of the date the reimbursable payment was received by the Executive remaining 280G Payment is subject to the date Excise Tax. For the same is repaid avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of the first paragraph of this Section, you will have no obligation to return any portion of the 280G Payment pursuant to the Companypreceding sentence.

280G. (a) Notwithstanding anything contained in this Agreement to In the contrary, to the extent event it shall be determined that any payment, benefit payment or distribution of any type to or for the benefit of Employee or the Executive by the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise acceleration thereof (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total PaymentsTriggering Payment”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to the extent that the Executive will retain more of the Total Payments on an after-such excise tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if (collectively, such a reduction is requiredexcise tax, together with any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty interest or interest thereunderpenalties, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating “Excise Tax”) (all such payments and benefits, including any cash severance benefits (with the payments payable pursuant to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing agreement, hereinafter referred to as the Executive’s rights and entitlements to “Total Payments”), then, after taking into account any benefits or compensation. (b) Any determination that reduction in the Total Payments to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made provided by the Board in the exercise reason of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code in such other plan, arrangement or any successor thereto). In agreement, the event that any Total Payments made cash severance payments shall be reduced to the Executive shall be determined to otherwise result in the imposition extent necessary so that no portion of any tax under Section 4999 of the Code and a reduction in the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local income taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). All determinations required pursuant to Section 8.4.4(a), be made under this subsection (iii) shall be made in writing within ten (10) business days of the receipt of notice from Employee that there has been a Triggering Payment by the independent accounting firm then retained by the Executive Company in the ordinary course of business (which firm shall promptly repay provide detailed supporting calculations to the Company and Employee) and such determinations shall be final and binding on the amount Company and Employee. Any fees incurred as a result of work performed by any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received independent accounting firm hereunder shall be paid by the Executive to the date the same is repaid to the Company.

280G. (a) Notwithstanding anything contained any other provision of this Agreement, except as set forth in this Agreement Section 9.1(b), in the event that the Company undergoes a “Change in Ownership or Control” (as defined below), the Company shall not be obligated to provide to the contrary, Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent that necessary to eliminate any payment“excess parachute payments” (as defined in Code Section 280G(b)(l)) for the Executive. For purposes of this Section 9.1, benefit the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or distribution any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (b) Notwithstanding the provisions of 9.1(a), no such reduction in Contingent Compensation Payments shall be made if (i) the Eliminated Amount (computed without regard to this sentence) exceeds (ii) 110% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any type to or for the benefit of additional taxes that would be incurred by the Executive by if the Company Eliminated Payments (determined without regard to this sentence) were paid to him or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise her (including, without limitationstate and federal income taxes on the Eliminated Payments, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) would be subject to the excise tax imposed under Section 4999 of the Code, then the Total Payments shall be reduced (but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code, Code payable with respect to the extent that the Executive will retain more all of the Total Contingent Compensation Payments on an after-tax basis following this reduction than if the full amount were payable. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments if such a reduction is required, any such notice consistent with the requirements excess of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights “base amount” (as defined in Section 280G(b)(3) of the Code), and entitlements any withholding taxes). The override of such reduction in Contingent Compensation Payments pursuant to this Section 9.1(b) shall be referred to as a “Section 9.1(b) Override.” For purpose ofthis paragraph, if any benefits federal or compensation. (b) Any determination that the Total Payments state income taxes would be attributable to the Executive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise receipt of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredany Eliminated Payment, the amount of any such Underpayment taxes shall be promptly paid computed by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company multiplying the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received Eliminated Payment by the Executive to maximum combined federal and state income tax rate provided by law. (c) For purposes of this Section 9.1 the date following terms shall have the same is repaid to the Company.following respective meanings:

280G. ​ (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that If any payment, payment or benefit you will or distribution of any type to or for the benefit of the Executive by may receive from the Company or any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise from another source (including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the a “Total Payments280G Payment”) would be subject to (i) constitute a “parachute payment” within the excise tax imposed under meaning of Section 4999 280G of the Code, then the Total Payments shall be reduced and (ii) but not below zero) so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to for this sentence, be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the extent that Reduced Amount. The “Reduced Amount” shall be either (x) the Executive will retain more largest portion of the Total Payments Payment that would result in no portion of the Payment (after reduction) being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount (i.e., the amount determined by clause (x) or by clause (y)), after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in your receipt, on an after-tax basis following this reduction than if basis, of the full amount were payable. Unless greater economic benefit notwithstanding that all or some portion of the Executive shall have given prior written notice Payment may be subject to the Company to effectuate Excise Tax. If a reduction in a Payment is required pursuant to the Total Payments if such a reduction preceding sentence and the Reduced Amount is required, any such notice consistent with determined pursuant to clause (x) of the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunderpreceding sentence, the Company reduction shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest occur in the future being manner (the “Reduction Method”) that results in the greatest economic benefit for you. If more than one method of reduction will result in the same economic benefit, the items so reduced firstwill be reduced pro rata (the “Pro Rata Reduction Method”), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments Notwithstanding any provision of paragraph (a) to the Executive must contrary, if the Reduction Method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the Reduction Method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a ​ ​ second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated in accordance with subsection 8.4.4(aeliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code. ​ (c) If you receive a Payment for which the Reduced Amount was determined pursuant to clause (x) of Section 11(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result Internal Revenue Service determines thereafter that some portion of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it Payment is possible that the Total Payments subject to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurredExcise Tax, the amount of any such Underpayment shall be you agree to promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay return to the Company the a sufficient amount of any such overpayment together with interest on such amount the Payment (at the same rate as is applied after reduction pursuant to determine the present value clause (x) of payments under Section 280G 11(a)) so that no portion of the Code or any successor theretoremaining Payment is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount was determined pursuant to clause (y) of Section 11(a), from you shall have no obligation to return any portion of the date the reimbursable payment was received by the Executive Payment pursuant to the date the same is repaid to the Company.preceding sentence. ​