Common use of 280G Clause in Contracts

280G. Notwithstanding anything set forth herein to the contrary, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.

280G. Notwithstanding anything set forth herein (a) In the event that the Executive shall become entitled to the contrary, if any payment or benefit Executive would receive from the Company pursuant to and/or benefits provided by this Agreement or otherwise any other amounts in the “nature of compensation” (“Payment”whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) would constitute a “parachute payment” within the meaning of Section 280G of the Code andor any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively the “Company Payments”), but for this Section 24, would and such Company Payments will be subject to the excise 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 “Excise Tax”)Company shall pay to the Executive the greatest of the following, then such Payment shall equal whichever gives the Revised Amount which may under clause Executive the highest net after-tax amount (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) whichever amount, after taking into account all applicable federal, state state, local and local employment taxes, income social security taxes and the Excise Tax (all computed at the highest applicable maximum marginal rate), results in Executive’s receipt, on an after-tax basis, of rates): (1) the greater Company Payments or (2) one dollar less than the amount of the Payment notwithstanding Company Payments that all 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 some portion Annual Bonus, (2) any other cash amounts payable to the Executive, (3) any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) For purposes of determining whether any of the payment may Company Payments will be subject to the Excise Tax and where: the amount of such Excise Tax, (ax) is the largest portion Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Payment that would result Code, and all “parachute payments” in no portion excess of the Payment being “base amount” (as defined under Code Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax 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 (bas defined under Section 280G(b)(2) is of the full, unreduced, total Payment. If a reduction Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Company Payments (in payments whole or benefits constituting in part) either do not constitute “parachute payments,” is necessary so that represent reasonable compensation for services actually rendered within the Payment is reduced meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the amount in clause Excise Tax, and (ay) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) value of any non-cash payments benefits or any deferred payment or benefit shall be reduced first and in reverse chronological order such that determined by the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reducedAccountants. Except as set forth in the next sentence, all All determinations to be made under this Section 24 hereunder shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), Accountants which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and the Executive promptly after at such time as it is requested by the change Company or the Executive. If the 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 Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shall control any other issues. In the event the issues are interrelated, the Executive and the Company shall in ownership good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as the Excise Tax or effective control associated income taxes, the Executive shall permit the representative of the Company or ownership of a substantial portion of to accompany the Company’s assets (within Executive, and the meaning of Code Section 280G). In making its determination, Executive and the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs representative shall cooperate with the Company and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companyrepresentative.

280G. Notwithstanding anything set forth herein to the contrarysection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) 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 taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless Employee elects in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Entropic approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting earliest granted stock option cancelled last) unless Employee elects in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced), and (iii) Employee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the payment of benefits is maximized.

280G. Notwithstanding anything set forth herein to the contrarysection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) 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 taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless Employee elects in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Entropic approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting of the most recently earliest granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (Ccancelled last) employee benefits shall be reduced last and unless Employee elects in reverse chronological writing a different order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companyfor cancellation.

280G. Notwithstanding anything set forth herein in this Agreement or any other agreement to the contrary, if in the event it is determined that part or all of the consideration, compensation or benefits to be paid to the Executive by the Employers or any payment affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) or any other person to or for the benefit Executive would receive from of the Company Executive, whether paid or payable pursuant to the terms of this Agreement Agreement, or otherwise 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 “PaymentCode”) would then, if the aggregate present value of such parachute payments, singularly or together with the aggregate present value of any consideration, compensation or benefits to be paid to the Executive under any other plan, arrangement or agreement which constitute a “parachute paymentpayments” within (collectively, the meaning of “Parachute Amount”) exceeds 2.99 times the Executive’s “base amount,” as defined in Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 280G(b)(3) of the Code (the “Excise TaxExecutive Base Amount”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits amounts constituting “parachute payments” is which would otherwise be payable to or for the benefit of the Executive shall be reduced to the extent necessary so that the Payment Parachute Amount is reduced equal to 2.99 times the Executive Base Amount. If the determination made pursuant to the amount preceding sentence results in clause (a) above, unless a reduction of the payments that would otherwise be paid to the extent permitted 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 reduced and shall advise the Employers in writing of the Executive’s election within ten days of the determination of the reduction in payments. If no such election is made by Code Section 280G and 409A the Executive designates another orderwithin such ten-day period, the reduction shall occur in the following order: (A) cash payments Employers may elect which and how much of any entitlement shall be eliminated or reduced first and in reverse chronological order shall notify the Executive promptly of such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reducedelection. Except as set forth in the next sentence, all determinations to be made The calculations under this Section 24 shall will be made by the Company’s Employers’ independent registered public accounting firm firm, engaged immediately prior to the event giving rise to that triggered the Payment (or if such firm cannot make such determinationpayment, an independent in consultation with the Employers’ outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm selected by may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company (application of Sections 280G and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control 4999 of the Company or ownership of a Code, provided that the accounting firm’s determinations must be made with substantial portion of the Company’s assets authority (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses 6662 of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the CompanyCode).

280G. Notwithstanding anything set forth herein any other provision of this Agreement to the contrary, if payments made hereunder or otherwise are considered “excess parachute payments” under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), then such excess parachute payments plus any payment or benefit Executive would receive from other payments made by the Company pursuant and its affiliates that Executive is entitled to receive that are considered excess parachute payments shall be limited to the greatest amount that may be paid to Executive under Section 280G of the Code without causing any loss of deduction to the Company under such Code Section, but only if, by reason of such reduction, the “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 this Agreement or otherwise shall mean the sum of (“Payment”i) the total amounts payable to Executive that would constitute a an “excess parachute payment” within the meaning of Section 280G of the Code andCode, but for this Section 24less (ii) the amount of federal, would be subject 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 the change in control), less (iii) the amount of excise tax taxes imposed with respect to the payments and benefits described above by Section 4999 of the Code (Code. The determination of whether payments would be considered excess parachute payments and the “Excise Tax”)calculation of all the amounts referred to in this section shall be made reasonably and in good faith by the parties, provided, that if the parties cannot agree, then such Payment shall equal the Revised Amount which may under clause determination (aand supporting calculations) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting attorneys, accountants, or an executive compensation consulting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm each as selected by the Company at the expense of the Company (and reasonably acceptable to Executivethe “280G Service Providers”)), which accounting firm . Any determination by the 280G Service Providers made in good faith shall provide its determinations and any supporting calculations and documentation to be binding upon the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.

280G. Notwithstanding anything set forth herein in this Agreement to the contrary, if any payment or benefit distribution to the Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code and, and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause either be (aA) delivered in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (bB) delivered as to such lesser extent as would result in no portion of such Payment being subject to the Excise Tax, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Executive on an after-tax basis, basis of the greater amount of the Payment largest payment, notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion taxable under Section 4999 of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentCode. If The Company shall appoint a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s nationally recognized independent registered public accounting firm immediately prior or other professional firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the event giving rise determinations by such professional firm required to be made hereunder. Any good faith determinations of the professional firm made hereunder shall be final, binding and conclusive upon the Company and Executive. If the Internal Revenue Service (the “IRS”) determines that any Payment is subject to the Payment Excise Tax, then this paragraph shall apply, and the enforcement of this paragraph shall be the exclusive remedy to the Company. If, notwithstanding any reduction described in the immediately preceding paragraph hereof (or if in the absence of any such firm cannot make such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the Company, within one-hundred twenty (120) days after a final IRS determination, an independent accounting firm selected by amount of such payments or benefits equal to the Company (and reasonably acceptable “Repayment Amount.” The Repayment Amount with respect to Executive))such Payments shall be the smallest such amount, which accounting firm if any, as shall provide its determinations and any supporting calculations and documentation be required to be surrendered or paid to the Company and Executive promptly so that Executive’s net proceeds with respect to such Payments (after taking into account the change in ownership or effective control payment of the Company or ownership of a substantial portion of Excise Tax imposed on such Payments) shall be maximized. Notwithstanding the Company’s assets (within the meaning of Code Section 280G). In making its determinationforegoing, the accounting firm Repayment Amount with respect to such Payments shall take into account be zero (if applicable0) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm Repayment Amount of more than zero (0) would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Payments. If the Excise Tax is required by not eliminated pursuant to this paragraph, Executive shall pay the accounting firm to perform its calculations, such valuation firm shall be borne by the CompanyExcise Tax.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence11.16, all determinations required to be made under this Section 24 11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the meaning Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

280G. Notwithstanding anything set forth herein to In the contrary, if any payment or benefit Executive would receive from event that the Company pursuant to severance and all other benefits provided for in this Agreement or otherwise payable to Executive (“Payment”but excluding any payments that may be made under this Section 8.5(c)) would constitute a “"parachute payment” payments" within the meaning of Section 280G of the Internal Revenue Code andof 1986, but for this Section 24, would as amended (the "Code") and will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then Executive shall receive a payment from Company sufficient to pay such Payment shall equal excise tax. Notwithstanding the Revised Amount which foregoing, Executive may under clause elect, in her sole discretion and by written notice to the Company, (ai) to not receive the payment provided for in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) this subsection or (bii) whichever amountto reduce the amount of severance and other benefits that she would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the determination by the Accountants of the amount of Executive's excise tax liability, after taking into account all applicable federalas described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, state and local employment taxes, income taxes the determination of Executive's excise tax liability and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment required to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made paid under this Section 24 subsection shall be made promptly in writing by the Company’s 's independent registered public accounting firm immediately prior accountants or such other tax experts as reasonably agreed to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive (the "Accountants") and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly after make such additional payment, including interest and any tax penalties, to the change in ownership or effective control other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company or ownership of and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a substantial portion of determination under this subsection. Company shall bear all costs the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth Accountants may reasonably incur in Section 9 of connection with any calculations contemplated by this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companysubsection.

280G. Notwithstanding anything set forth herein to In the contrary, if any payment or benefit Executive would receive from event that the Company pursuant to severance and all other benefits provided for in this Agreement or otherwise payable to Executive (“Payment”but excluding any payments that may be made under this Section 8.5(c)) would constitute a “"parachute payment” payments" within the meaning of Section 280G of the Internal Revenue Code andof 1986, but for this Section 24, would as amended (the "Code") and will be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then Executive shall receive a payment from Company sufficient to pay such Payment shall equal excise tax. Notwithstanding the Revised Amount which foregoing, Executive may under clause elect, in his sole discretion and by written notice to the Company, (ai) to not receive the payment provided for in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) this subsection or (bii) whichever amountto reduce the amount of severance and other benefits that he would otherwise receive so as to eliminate any "parachute payments." Such notice must be delivered to the Company no later than 10 days following the determination by the Accountants of the amount of Executive's excise tax liability, after taking into account all applicable federalas described below. This election shall not be effective as to benefits that Executive has already received. Unless Company and Executive otherwise agree in writing, state and local employment taxes, income taxes the determination of Executive's excise tax liability and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment required to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made paid under this Section 24 subsection shall be made promptly in writing by the Company’s 's independent registered public accounting firm immediately prior accountants or such other tax experts as reasonably agreed to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive (the "Accountants") and such amount shall be paid to Executive promptly, but not before 10 days after such determination. In the event that the excise tax incurred by Executive is determined by the Internal Revenue Service to be greater or lesser than the amount so determined by the Accountants, Company and Executive agree to promptly after make such additional payment, including interest and any tax penalties, to the change in ownership or effective control other party as the Accountants reasonably determine is appropriate. For purposes of making the calculations required by this subsection, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is "substantial authority" tax reporting position. Company or ownership of and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a substantial portion of determination under this subsection. Company shall bear all costs the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth Accountants may reasonably incur in Section 9 of connection with any calculations contemplated by this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companysubsection.

280G. Notwithstanding anything set forth herein to the contrarysection 1.1 above, if it is determined that the amounts payable to Employee under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to Employee as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) 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 taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in ExecutiveEmployee’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) reduction of cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event triggering such excise tax will be the first cash payment that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of Employee’s stock options (i.e., the vesting earliest granted stock option cancelled last). The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to Employee and Entropic within fifteen (15) calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or if Entropic) or such firm cannot make such determination, an independent other time as requested by Employee or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then Employee shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that Employee challenges the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that Employee’s net after-tax proceeds with respect to any payment of benefits (after taking into account the Company.payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with

280G. Notwithstanding anything set forth herein Prior to the contraryClosing Date, if any payment or benefit Executive would receive from (a) the Company shall use commercially reasonable efforts to submit for approval by the Company Stockholders, in conformance with Section 280G of the Code and the regulations thereunder (the “280G Stockholder Vote”), any payments that constitute or would reasonably be expected to constitute “parachute payments” with respect to the transactions contemplated by this Agreement pursuant to this Agreement or otherwise Section 280G of the Code (each, a “Parachute Payment”) on behalf of each “disqualified individual” (as defined in Section 280G of the Code and the regulations promulgated thereunder) and which are irrevocably waived by such individual under clause (b) hereof, (b) prior to the distribution of the 280G Stockholder Vote materials, the Company shall use commercially reasonable efforts to obtain a waiver of the right to receive or retain any Parachute Payment (in the absence of the 280G Stockholder Vote) from each of the applicable “disqualified individuals” (as defined under Section 280G of the Code and the regulations promulgated thereunder) whose Parachute Payments would constitute be subject to the 280G Stockholder Vote (the “280G Waivers”), and (c) prior to the distribution of the 280G Stockholder Vote materials and the 280G Waivers, the Company shall deliver to Parent complete copies of all disclosure and other related documents that will be provided to the Company Stockholders in connection with the 280G Stockholder Vote in a manner providing Parent with sufficient time to review and comment thereon, and the Company shall consider all reasonable comments of Parent in good faith. The parties acknowledge that, to the extent any arrangements entered into at the direction of Parent or between Parent and its Affiliates, on the one hand, and a disqualified individual, on the other hand (“parachute payment” within Parent Arrangements”) are Parachute Payments, Parent shall provide to the meaning Company a written description of any Parent Arrangements and the value for purposes of Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) Parent Arrangements reasonably in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion advance of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses request of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companywaivers under clause (b) above.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (“Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence9.4, all determinations required to be made under this Section 24 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of such earlier time as is requested by Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm Accounting Firm’s decision as to perform its calculations, such valuation firm which Parachute Payments are to be reduced shall be borne by made (a) only from Parachute Payments that the Company.Accounting Firm determines reasonably may be characterized as

280G. Notwithstanding anything set forth herein to the contrary, if in the event that an independent, nationally recognized, accounting firm, which shall be designated by the Company (the “Accounting Firm”) shall determine that any payment or benefit Executive would receive from the Company pursuant distribution of any type to this Agreement or otherwise (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive))any of its affiliates, which accounting firm shall provide its determinations and by any supporting calculations and documentation to the Company and Executive promptly after the change in person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280GG of the Code and the regulations thereunder) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (collectively, the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are collectively referred to as the “Excise Tax”), then the Accounting Firm shall determine whether such payments or distributions or benefits shall be reduced to such lesser amount as would result in no portion of such payments or distributions or benefits being subject to the Excise Tax. Such reduction shall occur if and only to the extent that it would result in Executive retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes, employment, social security and Medicare taxes, the imposition of the Excise Tax and all other taxes, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied (or is likely to apply) to Executive’s taxable income for the tax year in which the transaction which causes the application of Section 280G of the Code occurs, or such other rate(s) as the Accounting Firm determines to be likely to apply to Executive in the relevant tax year(s) in which any of the Total Payments is expected to be made) than if Executive received all of the Total Payments. If the Accounting Firm determines that Executive would not retain a larger amount on an after-tax basis if the Total Payments were so reduced, then Executive shall retain all of the Total Payments. If the Total Payments are to be reduced, the reduction shall occur in the following order: (1) reduction of cash payments for which the full amount is treated as a “parachute payment” (as defined under Section 280G of the Code and the regulations thereunder); (2) cancellation of accelerated vesting (or, if necessary, payment) of cash awards for which the full amount is not treated as a parachute payment; (3) reduction of any continued employee benefits; and (4) cancellation or reduction of any accelerated vesting of equity awards. In making selecting the equity awards (if any) for which vesting will be cancelled or reduced under clause (4) of the preceding sentence, awards shall be selected in a manner that maximizes the after-tax aggregate amount of reduced Total Payments provided to Executive, provided that if (and only if) necessary in order to avoid the imposition of an additional tax under Section 409A, awards instead shall be selected in the reverse order of the date of grant. If two or more equity awards are granted on the same date, each award will be reduced on a pro-rata basis. Executive and the Company shall furnish such documentation and documents as may be necessary for the Accounting Firm to perform the requisite Section 280G of the Code computations and analysis, and the Accounting Firm shall provide a written report of its determinationdeterminations, hereunder, including detailed supporting calculations. If the Accounting Firm determines that aggregate Total Payments should be reduced as described above, it shall promptly notify Executive and the Company to that effect. In the absence of manifest error, all determinations made by the Accounting Firm under this Section 10(a) shall be binding on Executive and the Company and shall be made as soon as reasonably practicable following the later of Executive’s date of termination of employment or the date of the transaction which causes the application of Section 280G of the Code. The Company shall bear all costs, fees and expenses of the Accounting Firm. To the extent requested by Executive, the accounting firm Company shall cooperate with Executive in good faith in valuing, and the Accounting Firm shall take into account (if applicable) the value of Executive’s non-competition of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant set forth in Section 9 of this Agreement. The costs and expenses not to compete) before, on or after the date of the accounting firm and, if a valuation firm is required by transaction which causes the accounting firm application of Section 280G of the Code such that payments in respect of such services may be considered to perform its calculations, be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such valuation firm shall be borne by the Companyfinal regulations in accordance with Q&A-5(a) of such final regulations.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence11.16, all determinations required to be made under this Section 24 11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the meaning Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company.. Any determination by the Accounting Firm shall be binding upon the Company and Executive. By: /s/ Xxxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Section 2.1 Annual Salary: $ 430,000 Section 2.2 Bonus Target Percentage: 60%

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence11.16, all determinations required to be made under this Section 24 11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the meaning Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company.. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATR202209 15 / 18 NATR202209 16 / 18 By:____/s/ Xxxxxxxx X. Xxxxxxxxx______ Title: President and Chief Executive Officer XXXXXX XXXXXX NATR202209 17 / 18 Section 2.1 Annual Salary: $350,000 Section 2.2 Bonus Target Percentage: 60%

280G. Notwithstanding anything set forth herein to the contrary, if (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with a Acquisition from the Company pursuant to this Agreement or otherwise (“Transaction Payment”) would (a) constitute a “parachute payment” within the meaning of Section 280G of the Code andCode, and (ii) but for this Section 249.14, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such the Company shall cause to be determined, before any amounts of the Transaction Payment shall equal the Revised Amount are paid to Executive, which may under clause (a) in of the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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 two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the payment Transaction Payment may be subject to the Excise Tax and whereTax: (a1) is 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”). Notwithstanding the foregoing, at Executive’s election and in lieu of the foregoing, if Executive executes a waiver of the portion of the Payment such excess parachute payment such that all non-waived payments would result in no portion of the Payment being not be subject to the Excise Tax, the Company shall agree to seek approval of its stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1 such that if such stockholder approval is obtained, the waived payments shall be restored. For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be 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 (b) is the full, unreduced, total Paymentlocal 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 or and/or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments 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 and in reverse chronological order such that pro rata. (b) The independent registered public accounting firm engaged by the cash payment owed on the latest date following the occurrence Company as of the event triggering such excise tax will be day prior to the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order effective date of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits Acquisition shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, make all determinations required to be made under this Section 24 shall be made by 9.14. If the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected so engaged by the Company (and 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)), which Executive (and such 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 determinations and any calculations, together with detailed supporting calculations and documentation documentation, to the Company and Executive promptly within fifteen (15) calendar days after the change in ownership date on which Executive’s right to a Transaction Payment is triggered or effective control of such other time as reasonably requested by the Company or ownership of a substantial portion Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Company’s assets (within Reduced Amount, it shall furnish the meaning Company and Executive with detailed supporting calculations of Code Section 280G)its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses Any good faith determinations of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm made hereunder shall be borne by final, binding and conclusive upon the CompanyCompany and Executive.

280G. Notwithstanding anything set forth herein to Promptly following the contraryexecution of this Agreement, if any payment or benefit Executive would receive from the Company pursuant shall use its reasonable best efforts to this Agreement or otherwise obtain and deliver to Parent a waiver agreement, in the form approved by Parent (“Payment”) would constitute each, a “parachute payment280G Waiver”), from each Person who the Company, in consultation with Parent, reasonably believes is a “disqualified individual” (within the meaning of Section 280G of the Code andand the regulations promulgated thereunder) and who might otherwise receive or have the right or entitlement to receive a parachute payment under Section 280G of the Code, but for unless the requisite approval of the holder of Company Capital Stock of such parachute payments is obtained pursuant to this Section 24section. Promptly following the delivery by the Company to Parent of each 280G Waiver described in this section, would be subject the Company shall submit to the excise tax imposed holders of the Company Capital Stock for approval (in a manner reasonably satisfactory to Parent) by such number of shares of Company Capital Stock as is required by the terms of Section 4999 280G(b)(5)(B) of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in any payments or benefits constituting that are subject to a 280G Waiver and that the Company, in consultant with Parent, determines may separately or in the aggregate, constitute “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses G of the accounting firm andCode and the regulations promulgated thereunder), if such that such payments and benefits shall not be deemed to be “parachute payments” under Section 280G of the Code, and prior to the Effective Time the Company shall deliver to Parent evidence reasonably satisfactory to Parent (i) that a valuation firm is required vote of holders of Company Capital Stock was solicited in conformance with Section 280G and the regulations promulgated thereunder (the “280G Vote”), and the requisite approval of the holders of Company Capital Stock was obtained with respect to any payments or benefits that were subject to such 280G Vote (the “280G Approval”), or (ii) that the 280G Approval was not obtained and as a consequence, that such “parachute payments” shall not be made or provided, pursuant to the 280G Waivers of those payments or benefits which were executed by the accounting firm affected individuals prior to perform its calculations, such valuation firm shall be borne by the Company280G Vote.

280G. Notwithstanding anything set forth herein to the contrarySection 3 above, if it is determined that the amounts payable to you under this Agreement, when considered together with any payment or benefit Executive would receive from other amounts payable to you as a result of a Change of Control (collectively, the Company pursuant to this Agreement or otherwise (“Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code andof 1986, as amended (the “Code”), and (ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) 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 taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s your receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: order unless you elect in writing a different order (A) cash payments provided, however, that such election shall be reduced first and in reverse chronological order such that subject to Company approval if made on or after the cash payment owed on the latest effective date following the occurrence of the event triggering such excise tax will be that triggers the first Payment): reduction of cash payment payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be reduced; (B) accelerated , such acceleration of vesting of equity awards shall be cancelled/reduced next and cancelled in the reverse order of the date of grant for such equity awards of your stock options (i.e., the vesting earliest granted stock option cancelled last) unless you elect in writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that day prior to the benefit owed on the latest effective date following the occurrence of the event triggering Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations accounting firm required to be made under this Section 24 shall be made by the Company’s independent registered public hereunder. The accounting firm immediately prior engaged to make the event giving rise determinations hereunder shall provide its calculations, together with detailed supporting documentation, to you and Entropic within fifteen (15) calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or if Entropic) or such firm cannot make such determination, an independent other time as requested by you or Entropic. If the accounting firm selected by determines that no Excise Tax is payable with respect to a Payment, either before or after the Company (application of the Reduced Amount, it shall furnish you and Entropic with an opinion reasonably acceptable to Executive)), which accounting firm shall provide its you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm andmade hereunder shall be final, binding and conclusive upon you and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 4, the IRS determines that you are liable for the Excise Tax as a result of the receipt of the payment of benefits as described above, then you shall be obligated to pay back to Entropic, within thirty (30) days after a final IRS determination or in the event that you challenge the final IRS determination, a final judicial determination, a portion of the payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if a valuation firm is required by the accounting firm to perform its calculationsany, such valuation firm as shall be borne by required to be paid to Entropic so that your net after-tax proceeds with respect to any payment of benefits (after taking into account the Companypayment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not result in your net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. Notwithstanding any other provision of this Section 4, if (i) there is a reduction in the payment of benefits as described in this section, (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would result in the maximization of your net after-tax proceeds (calculated as if your benefits had not previously been reduced), and (iii) you pay the Excise Tax, then Entropic shall pay to you those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after you pay the Excise Tax so that your net after-tax proceeds with respect to the payment of benefits is maximized.

280G. Notwithstanding anything set forth herein to the contrary, if in the event that any payment of the payments or benefit Executive would receive from the Company pursuant to benefits provided for in this Agreement or otherwise any other agreement or arrangement between the Executive and the Company (collectively, the “PaymentPayments”) would constitute a “parachute paymentpayments” within the meaning of Section 280G of the Code and, but for this Section 2414.c., would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Payments shall be either (ai) provided in full, or (bii) provided as to such lesser extent which would result in no portion of such benefit being subject to the Excise Tax, whichever amountof the foregoing amounts, after taking into account all the applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)Tax, results in Executive’s receipt, the receipt by the Executive on an after-tax basis, basis of the greater greatest amount of the Payment benefits notwithstanding that all or some portion of the payment 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 where: the Reduced Amount is determined pursuant to clause (ai) is the largest portion of the Payment 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 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 Reduction Method or the Pro Rata Reduction Method would result in no any portion of the Payment being subject to taxes pursuant to Section 409A of the Excise Tax 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 (biii) is as a third priority, Payments that are “deferred compensation” within the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that meaning of Section 409A of the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such before Payments that are not “deferred compensation” within the cash payment owed on the latest date following the occurrence meaning of Section 409A of the event triggering such excise tax will be Code. Unless the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next Company and the Executive otherwise agree in the reverse order of the date of grant for such equity awards (i.e.writing, the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made determination required under this Section 24 paragraph shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment accountants (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.the

280G. 6.7.1 Notwithstanding anything set forth herein any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, if any payment of the payments or benefit Executive would receive from benefits provided or to be provided by the Company to the Executive or for the Executive’s benefit pursuant to the terms of this Agreement or otherwise (“PaymentCovered Payments”) would constitute a parachute payments (“parachute payment” Parachute Payments”) within the meaning of Section 280G of the Internal Revenue Code andof 1986, but for this Section 24, would as amended (the “Code”) and will be subject to the excise tax imposed by under Section 4999 of the Code (or any successor provision thereto) or any interest or penalties with respect to such excise tax (collectively, the “Excise Tax”), then such Payment the Company shall pay to the Executive, no later than the time the Excise Tax is required to be paid by the Executive or withheld by the Company, an additional amount (the “Gross-up Payment”) equal to the Revised Amount which may under clause (a) sum of the Excise Tax payable by the Executive, plus the amount necessary to put the Executive in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either same after-tax position (a) or (b) whichever amount, after taking into account any and all applicable federal, state state, local and local foreign income, employment taxes, income and excise taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to including the Excise Tax and where: (aany income and employment taxes imposed on the Gross-up Payment)) is that he would have been in if the largest portion Executive had not incurred any tax liability under Section 4999 of the Payment that would result Code. 6.7.2 Any determination required under this Section 6.7 shall be made in no portion writing in good faith by the accounting firm which was the Company’s independent auditor immediately before the Change in Control (the “Accountants”), which shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or the Executive. Company and the Executive shall provide the Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 6.7. For purposes of making the calculations and determinations required by this Section 6. 7, the Accountants may rely on reasonable, good faith assumptions and approximations concerning the application of Section 280G and Section 4999 of the Code. The Accountants’ determinations shall be final and binding on the Company and the Executive. The Company shall be responsible for all fees and expenses incurred by the Accountants in connection with the calculations required by this Section 6.7. 6.7.3 In light of the uncertainty in applying Section 4999 of the Code, if it is subsequently determined that the Gross-up Payment being subject is not sufficient to put the Executive in the same after-tax position (taking into account any and all applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax and such taxes imposed on the Gross-up Payment)) that he would have been in if the Executive had not incurred the Excise Tax, then the Company shall promptly pay to or for the benefit of the Executive such additional amounts necessary to put the Executive in the same after-tax position that he would have been in if the Excise Tax had not been imposed. In the event that a written ruling of the Internal Revenue Service (bIRS) is obtained by or on behalf of the fullCompany or the Executive , unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so which provides that the Payment Executive is reduced not required to pay, or is entitled to a refund with respect to, all or a portion of the Excise Tax, then the Executive shall reimburse the Company in an amount equal to the amount in clause (a) aboveGross-up Payment, unless less any amounts which remain payable by or are not refunded to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: within thirty (A30) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order days of the date of grant the IRS determination or the date the Executive receives the refund, as applicable. Executive and Company shall reasonably cooperate with each other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the CompanyExcise Tax.

280G. Notwithstanding anything set forth herein to the contrary, if (a) If any payment or benefit (including payments and benefits pursuant to this Agreement) that Executive would receive in connection with an Acquisition from the Company pursuant to this Agreement or otherwise (“Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code andCode, and (ii) but for this Section 249.14, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such the Company shall cause to be determined, before any amounts of the Transaction Payment shall equal the Revised Amount are paid to Executive, which may under clause (a) in of the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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 two alternative forms of payment would result in Executive’s receipt, on an after-tax basis, of the greater amount of the Transaction Payment notwithstanding that all or some portion of the payment Transaction Payment may be subject to the Excise Tax and whereTax: (a1) is 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 portion payment possible without the imposition of the Payment that would result in no portion of the Payment being subject to the Excise Tax (a “Reduced Payment”). For purposes of determining whether to make a Full Payment or a Reduced Payment, the Company shall cause to be taken into account all applicable federal, state and local income and employment taxes and the Excise Tax (b) is all computed at the fullhighest applicable marginal rate, unreduced, total Paymentnet 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 or and/or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments 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 and in reverse chronological order such that pro rata. (b) The independent registered public accounting firm engaged by the cash payment owed on the latest date following the occurrence Company as of the event triggering such excise tax will be day prior to the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order effective date of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits Acquisition shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, make all determinations required to be made under this Section 24 shall be made by 9.14. If the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected so engaged by the Company (and 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)), which Executive (and such 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 determinations and any calculations, together with detailed supporting calculations and documentation documentation, to the Company and Executive promptly within fifteen (15) calendar days after the change in ownership date on which Executive’s right to a Transaction Payment is triggered or effective control of such other time as reasonably requested by the Company or ownership of a substantial portion Executive. If the independent registered public accounting firm determines that no Excise Tax is payable with respect to the Transaction Payment, either before or after the application of the Company’s assets (within Reduced Amount, it shall furnish the meaning Company and Executive with detailed supporting calculations of Code Section 280G)its determinations that no Excise Tax will be imposed with respect to such Transaction Payment. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses Any good faith determinations of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm made hereunder shall be borne by final, binding and conclusive upon the CompanyCompany and Executive.

280G. Notwithstanding anything set forth herein (a) The Share Seller shall cause the Group Companies to use commercially reasonable efforts to obtain prior to the contraryinitiation of the requisite shareholder approval procedure under Section 6.12(b), if any payment a waiver of the right to receive payments that could, separately or benefit Executive would receive from in the Company pursuant to this Agreement or otherwise aggregate, constitute “parachute payments” under Section 280G of the Code and regulations promulgated thereunder (a “PaymentParachute Payment Waiver”) would constitute from each Person whom the Share Seller and/or the Buyers reasonably believes is, with respect to the Group Companies, a “parachute paymentdisqualified individual” (within the meaning of Section 280G of the Code and, but for this Section 24, would be subject to and the excise tax imposed by Section 4999 of the Code (the “Excise Tax”regulations promulgated thereunder), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm determined immediately prior to the event giving rise initiation of the requisite shareholder approval procedure under Section 6.12(b), and whom the Share Seller and/or the Buyers reasonably believes might otherwise receive, have received, or have the right or entitlement to receive any parachute payment under Section 280G of the Code, and the Share Seller shall have delivered each such Parachute Payment Waiver to the Payment Buyers no later than five (or if such firm cannot make such determination, an independent accounting firm selected 5) Business Days before the Closing Date. Such determination shall be subject to review and approval by the Company Buyers (and such approval not to be unreasonably withheld, conditioned or delayed). (b) As soon as reasonably acceptable practicable following the execution of this Agreement (but in no event later than five (5) Business Days prior to Executive)the Closing), which accounting firm the Share Seller shall provide its determinations and any supporting calculations and documentation cause the Group Companies to use their respective reasonable best efforts to obtain the Company and Executive promptly after the change in ownership or effective control approval by such number of shareholders of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm Group Companies as is required by the accounting firm terms of Section 280G(b)(5)(B) of the Code so as to perform its calculationsrender the parachute payment provisions of Section 280G of the Code inapplicable to any and all payments and/or benefits provided pursuant to contracts or arrangements that, such valuation firm shall be borne in the absence of the executed Parachute Payment Waivers by the Companyaffected Persons under Section 6.12(a), might otherwise result, separately or in the aggregate, in the payment of any amount and/or the provision of any benefit that would not be deductible by reason of Section 280G of the Code, with such shareholder approval to be obtained in a manner which satisfies all applicable requirements of such Section 280G(b)(5)(B) of the Code and the Treasury Regulations thereunder, including Q-7 of Section 1.280G-1 of such Treasury Regulations. (c) The form of Parachute Payment Waiver, disclosure document, calculations related to the foregoing and any other materials to solicit any shareholder vote contemplated by Section 6.12(b), shall each be in a form reasonably acceptable to the Buyers.

280G. Notwithstanding anything set forth herein to the contrary, if If any payment or benefit the Executive would receive pursuant to a Change in Control from the Company pursuant to this Agreement or otherwise (“Payment”) would i) constitute a “parachute payment” within the meaning of Section 280G of the Code andCode, and ii) but for this Section 24sentence, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full PaymentReduced Amount. The “Revised Reduced Amount” shall be either (ax) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (by) 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 taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in the Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment Payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total PaymentTax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to equals the amount in clause (a) aboveReduced Amount, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall manner that results in the greatest economic benefit for the Executive. If more than one method of reduction will result in the same economic benefit, then the items so reduced will be reduced first pro rata. In the event it is subsequently determined by the Internal Revenue Service that some portion of the Reduced Amount is subject to the Excise Tax, the Executive agrees to promptly return to the Company a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax. For the avoidance of doubt, if the full amount of the Payment results in greater economic benefit than the Reduced Amount, the Executive will have no obligation to return any portion of the Payment pursuant to the preceding sentence. The accounting firm engaged by the Company for general tax compliance purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting 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 shall appoint a nationally recognized accounting firm to make the determinations required hereunder. The Company shall bear all expenses with respect to the determinations by such accounting firm required to be made hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, together with detailed supporting documentation, to the Executive and the Company within fifteen (15) calendar days after the date on which Executive’s) right to a Payment is triggered (if requested at that time by the Executive or the Company) or such other time as requested by Executive or the Company. Notwithstanding the above, prior to any reduction in reverse chronological order Payments under this Section 5(i), at the Executive’s request and if the Executive agrees to waive the rights to receive Payments that would otherwise be subject to the Excise Tax in the event of non-approval, the Company agrees to solicit a vote of all eligible shareholders for approval of such amounts such that the cash payment owed on Payments will not be subject to Excise Tax in accordance with the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as procedures set forth in the next sentence, all determinations to be made under this Q&As 6 and 7 of Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control 1.280G-1 of the Company Treasury Regulations or ownership any superseding provision of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companyregulations.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence8.4, all determinations required to be made under this Section 24 8.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 8.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A, until those payments have been reduced to zero; and (d) in reverse chronological order, to the meaning extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. By: /s/ Xxxxxxx X. Xxxxxxx Title: Chairman and CEO EXECUTIVE: XXXXXX X. XXXX THIS RELEASE AGREEMENT (this “Release”) is made as of the _____ day of _________, __________ by and between Xxxxxx X. Xxxx (the “Executive”) and Nature’s Sunshine Products, Inc. (the “Company”).

280G. Notwithstanding anything set forth herein The Company shall prior to the contraryClosing Date, if seek to obtain the approval of the Stockholders (in accordance with the requirements of Section 280G(b)(5)(B) of the Code and the regulations promulgated pursuant thereto) with respect to any payment or benefit Executive would receive from payments to be made by the Company pursuant and its Subsidiaries with respect to arrangements in place at the Closing that would, absent Stockholder approval (“Stockholder Approval”), be excess parachute payments as a result of the transactions contemplated hereby. Such Stockholder Approval shall include any contract, agreement, or plan entered into by Parent, the Company or any of their Affiliates and a “disqualified individual” (as defined in Section 280G of the Code) in connection with the transactions contemplated by this Agreement on or otherwise before the Closing Date, provided that Parent shall provide a copy of such contract, agreement or plan to the Company and the Representative at least 15 days before the Closing Date and shall cooperate with the Company in good faith in order to calculate or determine the value (“Payment”for the purposes of Section 280G of the Code) would of any payments or benefits granted or contemplated therein, which may be paid or granted in connection with the transactions contemplated by this Agreement that could constitute a “parachute payment” within the meaning of under Section 280G of the Code andCode. Prior to such Stockholder approval, but for this Section 24the Company shall use commercially reasonable efforts to obtain waivers from such individuals, would be subject to such that unless such payments are approved by the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless Stockholders to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (Amanner required under Sections 280G(b)(5)(A)(ii) cash and 280G(b)(5)(B) of the Code, no such payments shall be reduced first made. Copies of all disclosures, waivers, consent, and voting materials used in reverse chronological order connection with the foregoing shall be provided to Parent at least three (3) Business Days in advance of distribution to stockholders or the disqualified individuals, as applicable, and Parent shall be provided with a reasonable opportunity to comment thereon (and the Company will include in such materials any reasonable comments provided by Parent). The Company shall provide to Parent at or prior to the Effective Time evidence reasonably satisfactory to Parent that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made Company has satisfied its obligations under this Section 24 shall be made by 10.02. For the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control avoidance of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determinationdoubt, the accounting firm Closing shall take into account (if applicable) the value of Executive’s non-competition covenant set forth not be conditioned on such vote described in this Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, 10.02 occurring or receiving Stockholder approval for any such valuation firm shall be borne by the Companypayments.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence9.4, all determinations required to be made under this Section 24 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the meaning of Code Section 280GCode, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In making its determinationno event, however, shall any Parachute Payments be reduced if and to the accounting firm shall take into account (if applicable) extent such reduction would cause a violation of Section 409A of the value of Executive’s non-competition covenant set forth in Section 9 of this AgreementCode or other applicable law. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. EXECUTIVE /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Notwithstanding anything set forth herein (a) In the event that the Executive shall become entitled to the contrary, if any payment or benefit Executive would receive from the Company pursuant to payments and/or benefits provided by this Agreement or otherwise any other amounts in the “nature of compensation” (“Payment”whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company any person whose actions result in a change of ownership or effective control covered by Section 280G(b)(2) would constitute a “parachute payment” within the meaning of Section 280G of the Code andor any person affiliated with the Company or such person) as a result of such change in ownership or effective control (collectively, but for this Section 24the “Company Payments”), would and such Company Payments will be subject to the excise tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax”),the amounts of any Company Payments shall be automatically reduced to an amount one dollar less than the amount that would subject the Executive to the Excise Tax”). The dollar amount of the reduction, then if any, to be made with respect to any Company Payments shal1 be determined by the Company’s Accountants on or before the date such Payment Company Payments are due and payable to the Executive. Company Payments shall equal be reduced as mutually agreed between the Revised Amount which may under clause (a) Company and the Executive or, in the event the parties cannot agree, in the following sentence be order (1) any lump sum severance based on a lesser amount than multiple of Annual Base Salary or Average Annual Bonus, (2) any other cash amounts payable to the full Payment. The “Revised Amount” shall be either Executive, (a3) or any benefits valued as parachute payments; and (4) acceleration of vesting of any equity. (b) 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, For purposes of determining whether any of the greater amount of the Payment notwithstanding that all or some portion of the payment may Company Payments will be subject to the Excise Tax and where: the amount of such Excise Tax, (ax) is the largest portion Company Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Payment that would result Code, and all “parachute payments” in no portion excess of the Payment being “base amount” (as defined under Code Section 2800(b)(3) of the Code) shall be treated as subject to the Excise Tax Tax, unless and except to the extent that, in the opinion of the Company’s Accountants such Company Payment (bin whole or in part) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting either do not constitute “parachute payments,” is necessary so represent reasonable compensation for services actually rendered within the meaning of Section 2800(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 determined by the Company’s Accountants in accordance with the principles of Section 2800 of the Code. In the event that the Payment is reduced to Company’s Accountants are serving as accountant or auditor for the amount individual, entity or group effecting the Change in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another orderControl, the reduction Executive may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall occur in then be referred to as the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first“Company’s Accountants” hereunder), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all All determinations to be made under this Section 24 hereunder shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), Accountants which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and the Executive promptly after the change in ownership or effective control of at such time as it is requested by the Company or ownership of the Executive. If the Company’s Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish the Executive with a substantial portion written opinion to such effect. The determination of the Company’s assets Accountants shall be final and binding upon the Company and the Executive. (within c) In the meaning event of Code Section 280Gany controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, the Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect the Executive, but the Executive shal1 control any other issues. In making its determinationthe event the issues are interrelated, the accounting firm Executive and the Company shall take into account (in good faith cooperate so as not to jeopardize resolution of either issue, but if applicable) the value parties cannot agree the Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, the Executive shall permit the representative of the Company to accompany the Executive, and the Executive and the Executive’s non-competition covenant set forth in Section 9 of this Agreementrepresentative shall cooperate with the Company and its representative. The costs and expenses Company shall be responsible for all charges of the accounting firm andCompany’s Accountant. The Company and the Executive shall promptly deliver to each other copies of any written communications, if a valuation firm is required and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companythis section.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence12.16, all determinations required to be made under this Section 24 12.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 12.16 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the meaning Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence9.4, all determinations required to be made under this Section 24 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the meaning of Code Section 280GCode, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In making its determinationno event, however, shall any Parachute Payments be reduced if and to the accounting firm shall take into account (if applicable) extent such reduction would cause a violation of Section 409A of the value of Executive’s non-competition covenant set forth in Section 9 of this AgreementCode or other applicable law. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: CFO XXX XXXXXXXXX /s/ Xxx Xxxxxxxxx Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxx Xxxxxxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Notwithstanding anything set forth herein contained in this Employment Agreement to the contrary, if any payment or benefit received or to be received by Executive would receive from the Company pursuant to this Agreement or otherwise (in connection with a “Payment”) change in control event” that would constitute a “parachute payment” (each within the meaning of Section 280G of the Internal Revenue Code andof 1986, but for as amended (the “Code”)), whether payable pursuant to the terms of this Section 24Employment Agreement or any other plan, would arrangement or agreement with the Company or any affiliate (collectively, the “Total Payments”), shall be reduced to the least extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code Code, but only if, by reason of such reduction, the Net After-Tax Benefit received by Executive as a result of such reduction will exceed the Net After-Tax Benefit that would have been received by Executive if no such reduction was made. If excise taxes may apply to the Total Payments, the foregoing determination will be made by a nationally recognized accounting firm (the “Excise TaxAccounting Firm”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)). If the Accounting Firm determines that a reduction in payments is required by this Section, which accounting firm cash benefits, including the severance provided in Section 4, shall first be reduced, followed by a reduction of non- cash benefits, including option vesting acceleration, in each case, (i) only to the least extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and (ii) in a manner that results in the best economic benefit to Executive, and the Company shall pay or provide its such reduced amounts to Executive in accordance with the provisions above. If applicable, Executive and the Company will each provide the Accounting Firm access to and copies of any books, records and documents in their respective possession, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of contemplated by this AgreementSection. The costs fees and expenses of the accounting firm and, if a valuation firm is required Accounting Firm for its services in connection with the determinations and calculations contemplated by the accounting firm to perform its calculations, such valuation firm shall this Section will be borne by the Company.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence11.16, all determinations required to be made under this Section 24 11.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A of the meaning Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company.. Any determination by the Accounting Firm shall be binding upon the Company and Executive. By: /s/ Xxxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Xxx Xxxxx Section 2.1 Annual Salary: $269,000 Section 2.2 Bonus Target Percentage: 40% Section 5.1.2 – Severance Period: Twelve Months

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence11.4, all determinations required to be made under this Section 24 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 11.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the meaning of Code Section 280GCode, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In making its determinationno event, however, shall any Parachute Payments be reduced if and to the accounting firm shall take into account (if applicable) extent such reduction would cause a violation of Section 409A of the value of Executive’s non-competition covenant set forth in Section 9 of this AgreementCode or other applicable law. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: Chief Financial Officer EXECUTIVE /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxxxxxx X. Xxxxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence9.4, all determinations required to be made under this Section 24 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the meaning of Code Section 280GCode, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In making its determinationno event, however, shall any Parachute Payments be reduced if and to the accounting firm shall take into account (if applicable) extent such reduction would cause a violation of Section 409A of the value of Executive’s non-competition covenant set forth in Section 9 of this AgreementCode or other applicable law. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer XXXXXXX X. XXXXX /s/ Xxxxxxx X. Xxxxx Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxxxxxx X. Xxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence14.4, all determinations required to be made under this Section 24 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A, until those payments have been reduced to zero; and (d) in reverse chronological order, to the meaning extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 280G)409A or other applicable law. In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

280G. Notwithstanding anything set forth herein Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that it shall be determined that any payment payment, distribution, or benefit Executive would receive from other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to this the terms of the Agreement or otherwise (a “Parachute Payment”) ), would constitute a result in an “excess parachute payment” within the meaning of Section 280G 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code Parachute Payments, net of all taxes imposed on Executive (the “Excise TaxNet After-Tax Amount”)) that Executive would receive would be increased if the Parachute Payments were reduced, then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” Parachute Payments shall be either reduced by an amount (athe “Reduction Amount”) or so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (bi) whichever amountpay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, after taking into account all and (ii) pay applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate)rate of taxation for the calendar year in which the Parachute Payment is to be made, results in Executive’s receipt, on an after-tax basis, net of the greater amount maximum reduction in federal income taxes which could be obtained from deduction of the Payment notwithstanding that all or some portion of the payment may be subject such state and local taxes. Subject to the Excise Tax and where: (a) is the largest portion provisions of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code this Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence9.4, all determinations required to be made under this Section 24 9.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by Executive (the Company (and reasonably acceptable to Executive)“Accounting Firm”), which accounting firm shall provide its determinations and any detailed supporting calculations and documentation both to the Company and Executive promptly after the change in ownership or effective control within fifteen (15) business days of the Company receipt of notice from Executive that there has been a Parachute Payment, or ownership of a substantial portion such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Company’s assets Code; (within b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Section 409A of the meaning of Code Section 280GCode, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In making its determinationno event, however, shall any Parachute Payments be reduced if and to the accounting firm shall take into account (if applicable) extent such reduction would cause a violation of Section 409A of the value of Executive’s non-competition covenant set forth in Section 9 of this AgreementCode or other applicable law. The costs All fees and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer, and Treasurer XXXXX XXXXX XXXXXXX /s/ D. Xxxxx Xxxxxxx Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between Xxxxx Xxxxx Xxxxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. (a) Notwithstanding anything set forth herein in this Policy to the contrary, if in the event that any payment or benefit Executive would receive from received or to be received by an Eligible Employee (including any payment or benefit received in connection with a “Change in Control” or the Company termination of an Eligible Employee’s employment or consultancy, whether pursuant to the terms of this Agreement Policy or otherwise any other plan, arrangement or agreement) (all such payments and benefits being hereinafter referred to as the “PaymentTotal Payments”) would not be 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 extent necessary to make such portion of the Total Payments deductible (and after taking into account any reduction in the Total Payments provided by reason of Code Section 280G in such other plan, 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 only to the extent necessary so that the Total Payments (other than those referred to in clauses (i) or (ii) of this paragraph) in their entirety constitute reasonable compensation for services actually rendered within the meaning of Code Section 280G(b)(4)(B) or are otherwise not subject to disallowance as deductions by reason of Code Section 280G G, 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 andSections 280G(d)(3) and (4). (c) If it is established pursuant to a final determination of a court of competent jurisdiction or an Internal Revenue Service proceeding that, but for notwithstanding the good faith of an Eligible Employee and the Company in applying the terms of this Section 2412, the Total Payments paid to or for an Eligible Employee’s benefit are in an amount that would be result in any portion of such Total Payments being subject to the excise tax imposed by Code Section 4999 of the Code (the “Excise Tax”), then then, if such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that repayment would result in (i) no portion of the Payment remaining Total Payments being subject to the Excise Tax and (bii) is the full, unreduced, total Payment. If a dollar-for-dollar reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced 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 paid to or for the Eligible Employee’s benefit over the Total Payments that could have been paid to or for the Eligible Employee’s benefit without any portion of such Total Payments being subject to the Excise Tax; and (y) interest on the amount set forth in clause (ax) above, unless to of this sentence at the extent permitted by rate provided in Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A1274(b)(2)(B) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of from the date of grant for the Eligible Employee’s receipt of such equity awards (i.e., excess until the vesting date of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companypayment.

280G. Notwithstanding anything set forth herein to In the contrary, if event that the Company determines that Executive’s receipt of any payment or benefit Executive would receive 280G Payments (as hereinafter defined) from the Company or its affiliates, whether payable pursuant to this Agreement or otherwise (“Payment”) otherwise, would constitute a “parachute payment” within subject Executive to the meaning of excise tax under Section 280G 4999 of the Code andCode, but for this Section 24such benefits and payments shall be either be (A) reduced to the highest level such that the excise tax does not apply, would be or (B) paid in full such that Executive is subject to and pays such tax, whichever alternative in clause (A) or (B) puts Executive in the more favorable after-tax position, taking into account the applicable federal, state and local income taxes and the excise tax imposed by Section 4999 of the Code (the Code. “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount280G Payments” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in mean any payments or benefits constituting “parachute payments” is necessary so that received or to be received by Executive, including, without limitation, any payment or benefits received in connection with a change in control of the Payment is reduced Company or Executive’s termination of employment, whether pursuant to the amount terms of this Agreement or any other plan, arrangement or agreement, or otherwise. Unless otherwise agreed by the Company and Executive in clause (a) abovewriting, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made determination required under this Section 24 11.7 shall be made in writing by the Company’s independent registered public accounting firm accountants (the “Accountants”), immediately prior to the event giving rise to transaction described in Section 280G(b)(2)(A)(i) of the Payment (or if such firm cannot make such determinationCode, an independent accounting firm selected by whose determination shall be conclusive and binding upon Executive and the Company (for all purposes. For purposes of making the calculations required by this Section 11.7, the Accountants may make reasonable assumptions and reasonably acceptable to Executive))approximations concerning applicable taxes and may rely on reasonable, which accounting firm shall provide its determinations good faith interpretations concerning the application of Sections 280G and any supporting calculations and documentation to 4999 of the Code. The Company and Executive promptly after shall furnish to the change Accountants such information and documents as the Accountants may reasonably request in ownership or effective control of order to make a determination under this Section 11.7, and the Company or ownership of a substantial portion of shall bear all costs the Company’s assets (within the meaning of Code Accountants may reasonably incur in connection with any calculations contemplated by this Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company11.7.

280G. Notwithstanding anything set forth herein to To the contrary, if any payment or benefit Executive would receive from extent that the Company pursuant to this Agreement or otherwise (“Payment”) would constitute a “parachute payment” within the meaning of determines that Section 280G of the Code and, but for this Section 24, would be subject is applicable to the excise tax imposed by Transactions, the Company shall request that each Person (each, a “Disqualified Individual”) to whom any payment or benefit is required or proposed to be made in connection with the Transactions that could constitute “parachute payments” under Section 4999 280G(b)(2) of the Code (“Section 280G Payments”) execute a written agreement waiving such Disqualified Individual’s right to receive some or all of such payment or benefit (the “Excise TaxWaived Benefits”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is extent necessary so that all remaining payments and benefits applicable to such Disqualified Individual shall not be deemed a parachute payment, and accepting in substitution for the Payment is reduced Waived Benefits the right to receive the amount Waived Benefits only if approved by the Stockholders in clause (aa manner that complies with Section 280G(b)(5)(B) aboveof the Code. In connection with the foregoing, unless to the extent permitted that any contract, agreement, or plan is entered into by Code Section 280G Parent or its Affiliates and 409A Executive designates another order, a Disqualified Individual in connection with the reduction shall occur in transactions contemplated by this Agreement before the following order: Closing Date (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first“Purchaser Arrangements”), Parent shall provide the Company with full-value awards reversed before any stock option a copy of such contract, agreement or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately plan prior to the event giving rise Closing Date. Prior to the Payment (or if Closing, the Company shall submit the Waived Benefits of each Disqualified Individual who has executed a waiver in accordance with this Section 7.05 for approval by the Stockholders and such firm cannot make such determination, an independent accounting firm selected Disqualified Individual’s right to receive the Waived Benefits shall be conditioned upon receipt of the requisite approval by the Stockholders in a manner that complies with Section 280G(b)(5)(B) of the Code; provided that in no event shall this Section 7.05 be construed to require the Company (and reasonably acceptable or any of its Affiliates) to Executive)), which accounting firm shall provide its determinations and compel any supporting calculations and documentation Disqualified Individual to the Company and Executive promptly after the change in ownership waive any existing rights under any contract or effective control of agreement that such Disqualified Individual has with the Company or ownership any of its Affiliates or any other Person, and in no event shall the Company (or any of its Affiliates) be deemed in breach of this Section 7.05 if any such Disqualified Individual refuses to waive any such rights or if the Stockholders fail to approve any Waived Benefits. The Company shall provide Parent and its counsel with a substantial portion copy of the Company’s assets waiver agreement and the disclosure statement contemplated by this Section 7.05 at least five (within 5) Business Days prior to delivery to each Disqualified Individual and the meaning Stockholders of Code Section 280G). In making such waiver agreement and disclosure statement, respectively, and the Company shall incorporate any changes reasonably requested by Parent or its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Companycounsel.

280G. Notwithstanding anything set forth herein to the contrary, if any payment or benefit Executive would receive from the Company pursuant to this Agreement or otherwise (“Payment”) would constitute a “parachute payment” within the meaning of Section 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall equal the Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) 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, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the following order: the (A) cash payments shall be reduced first and in reverse chronological order such that the cash payment owed on the latest date following the occurrence of the event triggering such excise tax will be the first cash payment to be reduced; (B) accelerated vesting of equity awards shall be cancelled/reduced next and in the reverse order of the date of grant for such equity awards (i.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) employee benefits shall be reduced last and in reverse chronological order such that the benefit owed on the latest date following the occurrence of the event triggering such excise tax will be the first benefit to be reduced. Except as set forth in the next sentence, all determinations to be made under this Section 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent accounting firm selected by the Company (and reasonably acceptable to Executive)), which accounting firm shall provide its determinations and any supporting calculations and documentation to the Company and Executive promptly after the change in ownership or effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Code Section 280G). In making its determination, the accounting firm shall take into account (if applicable) the value of Executive’s non-competition covenant set forth in Section 9 of this Agreement. The costs and expenses of the accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne by the Company.