Common use of 280G Clause in Contracts

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

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

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

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

280G. (a) Notwithstanding anything contained in any other provision of this Agreement Agreement, or any other agreement, plan, or arrangement to the contrary, to the extent that if any payment, benefit or distribution portion of any type payment or benefit to or for the benefit of the Executive by the Company or any of the Related Entities, whether paid or payable, provided or to be providedunder this Agreement, or distributed under any other agreement, plan, or distributable pursuant to arrangement (in the terms of this Agreement or otherwise (includingaggregate, without limitation, any accelerated vesting of stock options or other equity-based awards) (collectively, the “Total Payments”) ), would be subject to constitute an “excess parachute payment” under Section 280G of the Code, and would, but for this Section 16, result in the imposition on Executive of an excise tax imposed (the “Excise Tax”) under Section 4999 of the Internal Revenue Code (the “Code”), then the Total Payments to be made to the Executive shall either be (a) delivered in full, or (b) delivered in a reduced (but not below zero) so amount that the maximum amount of the Total Payments (after reduction) shall be one dollar (is $1.00) 1.00 less than the amount which that would cause the any portion of such Total Payments to be subject to the excise tax imposed by Section 4999 Excise Tax, whichever of the Code, to foregoing results in the extent that receipt by the Executive will retain more of the Total Payments greatest benefit on an after-tax basis following this reduction than if (taking into account the full amount were payable. Unless Excise Tax, as well as the applicable federal, state, and local income and employment taxes, for which the Executive shall have given prior written notice be deemed to pay at the Company to effectuate a highest marginal rate for the applicable calendar year). To the extent the foregoing reduction in the Total Payments if such a reduction is requiredapplies, then any such notice consistent with the requirements of Section 409A to avoid the imputation of any tax, penalty payment or interest thereunder, the Company benefit shall reduce or eliminate the Total Payments by first reducing or eliminating any cash severance benefits (with the payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Payments. The preceding provisions of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated by applying the following principles, in accordance order: (1) the payment or benefit with subsection 8.4.4(athe higher ratio of the parachute payment value to present economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a payment or benefit with a lower ratio; (2) the payment or benefit with the later possible payment date shall be reduced or eliminated before a payment or benefit with an earlier payment date; and (3) cash payments shall be reduced prior to non-cash benefits; provided that if the assumptions to be utilized in arriving at such determinationforegoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made by pro rata among the Board in payment or benefits (on the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result basis of the uncertainty in the application of Section 4999 relative present value of the Code at parachute payments). The determination of whether the time of Excise Tax or the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which foregoing reduction will not have been apply will be made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly independent tax counsel selected and paid by the Company to or for the benefit REIT (which may be regular counsel of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor theretoREIT). In the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto), from the date the reimbursable payment was received by the Executive to the date the same is repaid to the Company.

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

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

280G. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that If any payment, benefit or distribution of any type to or for the benefit of the Executive by the Company or any of the Related EntitiesExecutive, whether paid or payable, provided or to be provided, or distributed or distributable pursuant to the terms of this Agreement or otherwise (including, without limitation, by the Company or any accelerated vesting of stock options or other equity-based awards) its affiliates (collectively, PharMerica Corporation Res-Care, Inc. DBA BrightSpring Health Services 800 X. Xxxxxxxxxxx Xarkway Louisville, KY 40222 (502) 394-2100 wwx.XxxxxxXxxxxxXxxxxx.xxx the “Total Parachute Payments”) would be subject Executive to the excise tax imposed under Section 4999 of the CodeCode (the “Excise Tax”), then the Total Parachute Payments shall be reduced (but not below zero) so that the maximum amount of the Total Parachute Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Parachute Payments to be subject to the excise tax imposed by Section 4999 of Excise Tax; provided that the Code, Parachute Payments shall only be reduced to the extent that the Executive will retain more of the Total Payments on an after-tax basis following value 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 reduction than if purpose, the full after-tax value of an amount were payableshall be 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 similar agreement) and any such reasonable compensation shall be excluded from the determination of Parachute Payments. Unless the Executive shall have given prior written notice to the Company to effectuate a reduction in the Total Payments Parachute Payments, if such a reduction is required, any such notice consistent with the 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 Total Parachute Payments by first reducing or eliminating any cash severance benefits (with the payments Parachute Payments to be made furthest in the future being reduced first), then by reducing or eliminating any accelerated vesting of stock options or similar awards, then by reducing or eliminating any accelerated vesting of restricted stock or similar awards, then by reducing or eliminating any other remaining Total Parachute Payments; provided, that 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. The preceding provisions Notwithstanding the foregoing, the Company will use commercially reasonable efforts to solicit shareholder approval of this subsection 8.4.4 (a) shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) Any determination that the Total Payments to the Executive must be reduced or eliminated “excess parachute payments” in accordance with subsection 8.4.4(a) and the assumptions to be utilized in arriving at such determination, shall be made by the Board in the exercise of its reasonable, good faith discretion based upon the advice of such professional advisors as it may deem appropriate in the circumstances. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Board hereunder, it is possible that the Total Payments to the Executive which will not have been made by the Company should have been made (“Underpayment”). If an Underpayment has occurred, the amount of any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of the Code or any successor thereto). In and the event that any Total Payments made to the Executive shall be determined to otherwise result in the imposition of any tax under Section 4999 regulations promulgated thereunder if Q&A 7 of the Code and a reduction in the Total Payments is required pursuant to Section 8.4.4(a), then the Executive shall promptly repay to the Company the amount of any such overpayment together with interest on such amount (at the same rate as is applied to determine the present value of payments under Section 280G of regulations is applicable and Executive first waives the Code or any successor thereto), from the date the reimbursable payment was received right to receive excess parachute amounts unless approved by the Executive to the date the same is repaid to the Companyshareholders.

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

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