Common use of 280G Clause in Contracts

280G. (a) If any payment or benefit you will or may receive from the Company or from another source (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be the largest portion, up to and including the total, of the Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. 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”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the reduction method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.

280G. (a) If Notwithstanding anything contained in this Agreement to the contrary, to the extent that any payment payment, benefit or distribution of any type to or for the benefit you will or may receive from of the Executive by the Company or from another source any of the Related Entities, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (a including, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “280G PaymentTotal Payments”) would (i) constitute a “parachute payment” within be subject to the meaning of excise tax imposed under Section 280G 4999 of the Code, and then the Total Payments shall be reduced (iibut not below zero) but for this sentence, so that the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”)Code, then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be extent that the largest portion, up to and including the total, Executive will retain more of the Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, Total Payments on an after-tax basis, of basis following this reduction than if the greater economic benefit notwithstanding that all or some portion of full amount were payable. Unless the Payment may be subject Executive shall have given prior written notice to the Excise Tax. If more than one method of Company to effectuate a reduction will result in the same economic benefitTotal Payments if such a reduction is required, any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty or interest thereunder, the items so Company shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced will be reduced pro rata first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the “Pro Rata Reduction Method”)provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Notwithstanding any provision of paragraph (a) Any determination that the Total Payments to the contraryExecutive must be reduced or eliminated in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, if shall be made by the reduction method Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the Pro Rata Reduction Method would benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any portion tax under Section 4999 of the Payment being subject to taxes Code and a reduction in the Total Payments is required pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A8.4.4(a), then the reduction method and/or the Pro Rata Reduction Method, as the case may be, Executive shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve promptly repay to the greatest extent possible, Company the greatest economic benefit for you amount of any such overpayment together with interest on such amount (at the same rate as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within is applied to determine the meaning present value of payments under Section 409A 280G of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within any successor thereto), from the meaning of Section 409A of date the Codereimbursable payment was received by the Executive to the date the same is repaid to the Company.

280G. (a) If Notwithstanding any payment or benefit you will or may receive from other provision of this Agreement, except as set forth in Section 9.1(b), in the event that the Company or from another source (undergoes a “280G PaymentChange in Ownership or Control” (as defined below), the Company shall not be obligated to provide to the Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Code Section 280G(b)(1)) for the Executive. For purposes of this Section 9.1, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (b) would Notwithstanding the provisions of 9.1(a), no such reduction in Contingent Compensation Payments shall be made if (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and Eliminated Amount (computed without regard to this sentence) exceeds (ii) but for 110% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him or her (including, be subject to state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the “Excise Tax”Code), then and any withholding taxes). The override of such 280G Payment reduction in Contingent Compensation Payments pursuant to this Agreement (a “Payment”Section 9.1(b) shall be equal referred to as a “Section 9.1(b) Override.” For purpose of this paragraph, if any federal or state income taxes would be attributable to the Reduced Amount. The “Reduced Amount” receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the largest portion, up to and including the total, amount of the Eliminated Payment after taking into account all applicable federal, by the maximum combined federal and state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. 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”)rate provided by law. (bc) Notwithstanding any provision For purposes of paragraph (a) to this Section 9.1 the contrary, if following terms shall have the reduction method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.following respective meanings:

280G. (a) If Notwithstanding any other provision of this Agreement, or any other agreement, plan, or arrangement to the contrary, if any portion of any payment or benefit you will to Executive under this Agreement, or may receive from under any other agreement, plan, or arrangement (in the Company or from another source (a aggregate, “280G PaymentTotal Payments”) ), would (i) constitute a an “excess parachute payment” within the meaning of under Section 280G of the Code, and (ii) would, but for this sentenceSection 16, be subject to result in the imposition on Executive of an excise tax imposed by Section 4999 of the Code (the “Excise Tax”) under Section 4999 of the Internal Revenue Code (the “Code”), then any such 280G Payment pursuant the Total Payments to this Agreement (a “Payment”) shall be equal made to the Reduced Amount. The “Reduced Amount” Executive shall either be (a) delivered in full, or (b) delivered in a reduced amount that is $1.00 less than the largest portion, up to and including the total, of the Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), amount that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some would cause any portion of the Payment may such Total Payments to be subject to the Excise Tax. If more than one method , whichever of reduction will result the foregoing results in the same economic benefit, receipt by the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the reduction method or the Pro Rata Reduction Method would result in any portion Executive of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; basis (B) taking into account the Excise Tax, as a second prioritywell as the applicable federal, Payments that are contingent on future events (e.g.state, being terminated without causeand local income and employment taxes, for which the Executive shall be deemed to pay at the highest marginal rate for the applicable calendar year). To the extent the foregoing reduction applies, then any such payment or benefit shall be reduced or eliminated by applying the following principles, in order: (1) the payment or eliminatedbenefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before Payments that are not contingent on future eventsa payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (C3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code cash payments shall be reduced (prior to non-cash benefits; provided that if the foregoing order of reduction or eliminated) before Payments that are not deferred compensation within the meaning of elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payment or benefits (on the basis of the relative present value of the parachute payments). The determination of whether the Excise Tax or the foregoing reduction will apply will be made by independent tax counsel selected and paid by the REIT (which may be regular counsel of the REIT).

280G. (a) If Notwithstanding any other provision of this Agreement, or any other agreement, plan, or arrangement to the contrary, if any portion of any payment or benefit you will to Employee under this Agreement, or may receive from under any other agreement, plan, or arrangement (in the Company or from another source (a aggregate, “280G PaymentTotal Payments”) ), would (i) constitute a an “excess parachute payment” within the meaning of under Section 280G of the Code, and (ii) would, but for this sentenceSection 15, be subject to result in the imposition on Employee of an excise tax imposed by Section 4999 of the Code (the “Excise Tax”) under Section 4999 of the Internal Revenue Code (the “Code”), then any such 280G Payment pursuant the Total Payments to this Agreement (a “Payment”) shall be equal made to the Reduced Amount. The “Reduced Amount” Employee shall either be (a) delivered in full, or (b) delivered in a reduced amount that is $1.00 less than the largest portion, up to and including the total, of the Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), amount that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some would cause any portion of the Payment may such Total Payments to be subject to the Excise Tax. If more than one method , whichever of reduction will result the foregoing results in the same economic benefit, receipt by the items so reduced will be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the reduction method or the Pro Rata Reduction Method would result in any portion Employee of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; basis (B) taking into account the Excise Tax, as a second prioritywell as the applicable federal, Payments that are contingent on future events (e.g.state, being terminated without causeand local income and employment taxes, for which the Employee shall be deemed to pay at the highest marginal rate for the applicable calendar year). To the extent the foregoing reduction applies, then any such payment or benefit shall be reduced or eliminated DOCPROPERTY "CUS_DocIDChunk0" 4866-7926-4784.11 by applying the following principles, in order: (1) the payment or eliminatedbenefit with the higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before Payments that are not contingent on future eventsa payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (C3) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code cash payments shall be reduced (prior to non-cash benefits; provided that if the foregoing order of reduction or eliminated) before Payments that are not deferred compensation within the meaning of elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the payment or benefits (on the basis of the relative present value of the parachute payments). The determination of whether the Excise Tax or the foregoing reduction will apply will be made by independent tax counsel selected and paid by the Company (which may be regular counsel of the Company).

280G. (a) If Notwithstanding any payment or benefit you will or may receive from other provision of this Agreement, except as set forth in Section 9.1(b), in the event that the Company or from another source (undergoes a “280G PaymentChange in Ownership or Control” (as defined below), the Company shall not be obligated to provide to the Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Code Section 280G(b)(1)) for the Executive. For purposes of this Section 9.1, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (b) would Notwithstanding the provisions of Section 9.1(a), no such reduction in Contingent Compensation Payments shall be made if (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and Eliminated Amount (computed without regard to this sentence) exceeds (ii) but for 100% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him (including, be subject to state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the “Excise Tax”Code), then and any withholding taxes). The override of such 280G Payment reduction in Contingent Compensation Payments pursuant to this Agreement (a “Payment”Section 9.1(b) shall be equal referred to as a “Section 9.1(b) Override.” For purpose of this paragraph, if any federal or state income taxes would be attributable to the Reduced Amount. The “Reduced Amount” receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the largest portion, up to and including the total, amount of the Eliminated Payment after taking into account all applicable federal, by the maximum combined federal and state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. 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”)rate provided by law. (bc) Notwithstanding any provision For purposes of paragraph (a) to this Section 9.1 the contrary, if following terms shall have the reduction method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.following respective meanings:

280G. (a) If any payment amounts or benefit you will benefits to be paid or may receive from provided under this Agreement or otherwise would cause payments or benefits (or other compensation) to not be fully deductible by the Company or from another source (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would subject you to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto), such payments and benefits (iiand other compensation) but for this sentence, will be reduced to the extent necessary such that no portion of such payments or benefits (or other compensation) will be subject to the excise tax imposed by Section 4999 of the Code (Code, or any successor provision thereto; provided, that such a reduction will be made only if, by reason of such reduction, your net after-tax benefit exceeds the “Excise Tax”), then net after-tax benefit you would realize if such reduction were not made. The determination of whether any such 280G Payment pursuant payments or benefits to be provided under this Agreement or otherwise would not be so deductible (a “Payment”or whether you would be subject to such excise tax) shall be equal made by a firm of independent accountants or a law firm selected by the Company’s board of directors. If such payments are reduced pursuant to the Reduced Amount. The “Reduced Amount” shall be the largest portionforegoing, up to and including the total, of the Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If more than one method of reduction will result in the same economic benefit, the items so reduced they will be reduced pro rata (in the following order: first, by reducing any cash severance payments, then by reducing any PSU Payout Amount and finally by reducing any other payments and benefits due to you that constitute a “Pro Rata Reduction Method”). (b) Notwithstanding any provision parachute payment” for purposes of paragraph (a) to the contrary, if the reduction method or the Pro Rata Reduction Method would result in any portion Section 280G of the Payment Code, with any cash payments being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then reduced first before any non-cash payments in inverse order from the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition last date of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments payment and all amounts that are not contingent on future events; and subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (Cc) as a third priority, Payments being reduced before any amounts that are “deferred compensation” within subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). Notwithstanding the meaning of Section 409A foregoing, to the extent the 3 parties agree that any of the Code shall be reduced (or eliminated) before Payments that foregoing amounts are not deferred compensation within the meaning of Section 409A of the Codeparachute payments, such amounts shall not be reduced.

280G. (a) If Notwithstanding any payment or benefit you will or may receive from other provision of this Agreement, except as set forth in Section 9.1(b), in the event that the Company or from another source (undergoes a “280G PaymentChange in Ownership or Control” (as defined below), the Company shall not be obligated to provide to the Executive a portion of any “Contingent Compensation Payments” (as defined below) that the Executive would otherwise be entitled to receive to the extent necessary to eliminate any “excess parachute payments” (as defined in Code Section 280G(b)(l)) for the Executive. For purposes of this Section 9.1, the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Payments” and the aggregate amount (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-30 or any successor provision) of the Contingent Compensation Payments so eliminated shall be referred to as the “Eliminated Amount.” (b) would Notwithstanding the provisions of 9.1(a), no such reduction in Contingent Compensation Payments shall be made if (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and Eliminated Amount (computed without regard to this sentence) exceeds (ii) but for 110% of the aggregate present value (determined in accordance with Treasury Regulation Section 1.280G-1, Q/A-31 and Q/A-32 or any successor provisions) of the amount of any additional taxes that would be incurred by the Executive if the Eliminated Payments (determined without regard to this sentence) were paid to him or her (including, be subject to state and federal income taxes on the Eliminated Payments, the excise tax imposed by Section 4999 of the Code payable with respect to all of the Contingent Compensation Payments in excess of the Executive’s “base amount” (as defined in Section 280G(b)(3) of the “Excise Tax”Code), then and any withholding taxes). The override of such 280G Payment reduction in Contingent Compensation Payments pursuant to this Agreement (a “Payment”Section 9.1(b) shall be equal referred to as a “Section 9.1(b) Override.” For purpose ofthis paragraph, if any federal or state income taxes would be attributable to the Reduced Amount. The “Reduced Amount” receipt of any Eliminated Payment, the amount of such taxes shall be computed by multiplying the largest portion, up to and including the total, amount of the Eliminated Payment after taking into account all applicable federal, by the maximum combined federal and state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. 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”)rate provided by law. (bc) Notwithstanding any provision For purposes of paragraph (a) to this Section 9.1 the contrary, if following terms shall have the reduction method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the Code.following respective meanings:

280G. (a) If any payment payment, benefit or distribution of any type to or for the benefit you will of Executive, whether paid or may receive from payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise by the Company or from another source any of its affiliates (a collectively, PharMerica Corporation Res-Care, Inc. DBA BrightSpring Health Services 800 X. Xxxxxxxxxxx Xarkway Louisville, KY 40222 (502) 394-2100 wwx.XxxxxxXxxxxxXxxxxx.xxx the “280G PaymentParachute Payments”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject Executive to the excise tax imposed by under Section 4999 of the Code (the “Excise Tax”), then any such 280G Payment pursuant to this Agreement the Parachute Payments shall be reduced so that the maximum amount of the Parachute Payments (a “Payment”after reduction) shall be equal one dollar ($1.00) less than the amount which would cause the Parachute Payments to the Reduced Amount. The “Reduced Amount” shall be the largest portion, up to and including the total, of the Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If more than one method of reduction will result in ; provided that the same economic benefit, the items so reduced will Parachute Payments shall only be reduced pro rata (the “Pro Rata Reduction Method”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if extent the reduction method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priorityvalue of amounts received by Executive after application of the above reduction would exceed the after-tax value of the amounts received without application of such reduction. For this purpose, Payments that are contingent on future events (e.g., being terminated without cause), the after-tax value of an amount shall be reduced determined taking into account all federal, state, and local income, employment and excise taxes applicable to such amount. In accordance with the 280G regulations, any reasonable compensation for services after the date of the change in ownership or control (which shall include refraining from performing services under a noncompete and/or nonsolicit agreement or eliminatedsimilar agreement) before Payments that are not contingent on future events; and (C) as any such reasonable compensation shall be excluded from the determination of Parachute Payments. Unless Executive shall have given prior written notice to the Company to effectuate a third priorityreduction in the Parachute Payments, Payments that are “deferred compensation” within if such a reduction is required, any such notice consistent with the meaning requirements of Section 409A of the Code to avoid the imputation of any tax, penalty or interest thereunder, the Company shall reduce or eliminate the Parachute Payments by first reducing or eliminating any cash severance benefits (with the Parachute Payments to be made furthest in the future being reduced (first), then by reducing or eliminated) before Payments eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Parachute Payments; provided, that are not no such reduction or elimination shall apply to any non-qualified deferred compensation amounts (within the meaning of Section 409A of the Code) to the extent such reduction or elimination would accelerate or defer the timing of such payment in a manner that does not comply with Section 409A of the Code. Notwithstanding the foregoing, the Company will use commercially reasonable efforts to solicit shareholder approval of the Executive’s “excess parachute payments” in accordance with Section 280G of the Code and the regulations promulgated thereunder if Q&A 7 of the Section 280G regulations is applicable and Executive first waives the right to receive excess parachute amounts unless approved by shareholders.

280G. (a) If any payment amounts or benefit you will benefits to be paid or may receive from provided under this Agreement or otherwise would cause payments or benefits (or other compensation) to not be fully deductible by the Company or from another source (a “280G Payment”) would (i) constitute a “parachute payment” within the meaning for federal income tax purposes because of Section 280G of the Code, or any successor provision thereto (or that would subject you to the excise tax imposed by Section 4999 of the Code, or any successor provision thereto), such payments and benefits (iiand other compensation) but for this sentence, will be reduced to the extent necessary such that no portion of such payments or benefits (or other compensation) will be subject to the excise tax imposed by Section 4999 of the Code (Code, or any successor provision thereto; provided, that such a reduction will be made only if, by reason of such reduction, your net after-tax benefit exceeds the “Excise Tax”), then net after-tax benefit you would realize if such reduction were not made. The determination of whether any such 280G Payment pursuant payments or benefits to be provided under this Agreement or otherwise would not be so deductible (a “Payment”or whether you would be subject to such excise tax) shall be equal made by a firm of independent accountants or a law firm selected by the Company’s board of directors. If such payments are reduced pursuant to the Reduced Amount. The “Reduced Amount” shall be the largest portionforegoing, up to and including the total, of the Payment after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If more than one method of reduction will result in the same economic benefit, the items so reduced they will be reduced pro rata (in the following order: first, by reducing any cash severance payments, then by reducing any PSU Payout Amount and finally by reducing any other payments and benefits due to you that constitute a “Pro Rata Reduction Method”). (b) Notwithstanding any provision parachute payment” for purposes of paragraph (a) to the contrary, if the reduction method or the Pro Rata Reduction Method would result in any portion Section 280G of the Payment Code, with any cash payments being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then reduced first before any non-cash payments in inverse order from the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition last date of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), shall be reduced (or eliminated) before Payments payment and all amounts that are not contingent on future events; and subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (Cc) as a third priority, Payments being reduced before any amounts that are “deferred compensation” within subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c). Notwithstanding the meaning of Section 409A foregoing, to the extent the parties agree that any of the Code shall be reduced (or eliminated) before Payments that foregoing amounts are not deferred compensation within the meaning of Section 409A of the Codeparachute payments, such amounts shall not be reduced.

280G. (a) If In the event it shall be determined that any payment or distribution to or for the benefit you will of Employee or may receive from the Company or from another source acceleration thereof (a the “280G Triggering Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Code, and (ii) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (collectively, such excise tax, together with any such interest or penalties, the “Excise Tax”) (all such payments and benefits, including any cash severance payments payable pursuant to any other plan, arrangement or agreement, hereinafter referred to as the “Total Payments”), then any such 280G Payment pursuant to this Agreement (a “Payment”) shall be equal to the Reduced Amount. The “Reduced Amount” shall be the largest portionthen, up to and including the total, of the Payment after taking into account all applicable any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, arrangement or agreement, the cash severance payments shall be reduced to the extent necessary so that no portion of the Total Payments is subject to the Excise Tax but only if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state and local employment taxes, income taxes, taxes on such reduced Total Payments and after taking into account the Excise Tax (all computed at the highest applicable marginal rate), that results in your receipt, on an after-tax basis, phase out of the itemized deductions and personal exemptions attributable to such reduced Total Payments) is greater economic benefit notwithstanding that all than or some portion of the Payment may be subject equal to the Excise Tax. 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”). (b) Notwithstanding any provision of paragraph (a) to the contrary, if the reduction method or the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A that would not otherwise be subject to taxes pursuant to Section 409A, then the reduction method and/or the Pro Rata Reduction Method, as the case may be, shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state and local income taxes on such Total Payments and the amount of Excise Tax to which Employee would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). All determinations required to be made under this subsection (iii) shall be made in writing within ten (10) business days of the receipt of notice from Employee that there has been a Triggering Payment by the independent accounting firm then retained by the Company in the ordinary course of business (which firm shall provide detailed supporting calculations to the Company and Employee) and such determinations shall be final and binding on the Company and Employee. Any fees incurred as a second priority, Payments that are contingent on future events (e.g., being terminated without cause), result of work performed by any independent accounting firm hereunder shall be reduced (or eliminated) before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within paid by the meaning of Section 409A of the Code shall be reduced (or eliminated) before Payments that are not deferred compensation within the meaning of Section 409A of the CodeCompany.