Common use of 280G Clause in Contracts

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.4, all determinations required to be made under this Section 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.49.4, all determinations required to be made under this Section 14.49.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: Vice President, Chief Financial Officer, and Treasurer XXXXX XXXXX XXXXXXX /s/ D. Xxxxx Xxxxxxx Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between Xxxxx Xxxxx Xxxxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Anything in this Agreement to the contrary notwithstandingNotwithstanding Section 1.1 above, in the event that if it shall be is determined that the amounts payable to Employee under this Agreement, when considered together with any paymentother amounts payable to Employee as a result of a Change in Control (collectively, distribution, or other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise “Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and the value determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of the Parachute Payments1986, net of all taxes imposed on Executive as amended (the “Net After-Tax AmountCode”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made), and (ii) pay but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate rate), results in Employee’s receipt, on an after-tax basis, of taxation for the calendar year greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in which payments or benefits constituting “parachute payments” is necessary so that the Parachute Payment equals the Reduced Amount, reduction shall occur in the following order unless Employee elects in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be madereduced, net such acceleration of vesting shall be cancelled in the reverse order of the maximum reduction date of grant of Employee’s stock options (i.e., earliest granted stock option cancelled last) unless Employee elects in federal income taxes which could be obtained from deduction writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of such state and local taxes. Subject the day prior to the provisions effective date of this Section 14.4the Change in Control shall perform the foregoing calculations. If the accounting firm-so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made under this Section 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public hereunder. The accounting firm selected by Executive (engaged to make the “Accounting Firm”), which determinations hereunder shall provide its calculations, together with detailed supporting calculations both documentation, to the Company Employee and Executive Entropic within fifteen (15) business calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section j.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of notice from Executive that there has been a Parachute Paymentthe payment of benefits as described above, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced then Employee shall be made obligated to pay back to Entropic, within thirty (a30) only from Parachute Payments days after a final IRS determination or in the event that Employee challenges the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G final IRS determination, a final judicial determination, a portion of the Code; (b) only from Parachute Payments that are payment equal to the “ Repayment A mount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as . shall be required to be made in cash; (c) only paid to Entropic so that Employee’s net after- tax proceeds with respect to any amounts that are payment of benefits-(after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not payable result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any other provision of this Section I.3 , if (i) there is a “nonqualified deferred compensation plan” subject to Code Section 409Areduction in the payment of benefits as described in this section, until those payments have (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced to zero; reduced), and (diii) in reverse chronological orderEmployee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation payment of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executivebenefits is maximized.

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.49.4, all determinations required to be made under this Section 14.49.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: CFO XXX XXXXXXXXX /s/ Xxx Xxxxxxxxx Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxx Xxxxxxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Anything in this Agreement Notwithstanding anything set forth herein to the contrary notwithstandingcontrary, in the event that it shall be determined that if any payment, distribution, payment or other action by benefit Executive would receive from the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of the this Agreement or otherwise (“Payment”) would constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) 280G of the Code and, but for this Section 24, would be subject to the excise tax imposed by Section 4999 of the Parachute Payments, net of all taxes imposed on Executive Code (the “Net After-Tax AmountExcise Tax”) that Executive would receive would be increased if the Parachute Payments were reduced), then such Payment shall equal the Parachute Payments Revised Amount which may under clause (a) in the following sentence be a lesser amount than the full Payment. The “Revised Amount” shall be either (a) or (b) whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes and the Excise Tax (all computed at the highest applicable marginal rate), results in Executive’s receipt, on an after-tax basis, of the greater amount of the Payment notwithstanding that all or some portion of the payment may be subject to the Excise Tax and where: (a) is the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax and (b) is the full, unreduced, total Payment. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment is reduced to the amount in clause (a) above, unless to the extent permitted by Code Section 280G and 409A Executive designates another order, the reduction shall occur in the (A) cash payments shall be reduced by an amount (the “Reduction Amount”) so first and in reverse chronological order such that the Net After-Tax Amount after cash payment owed on the latest date following the occurrence of the event triggering such reduction is greatest. For purposes excise tax will be the first cash payment to be reduced; (B) accelerated vesting of determining the Net After-Tax Amount, Executive equity awards shall be deemed to cancelled/reduced next and in the reverse order of the date of grant for such equity awards (ii.e., the vesting of the most recently granted stock awards will be reduced first), with full-value awards reversed before any stock option or stock appreciation rights are reduced; and (C) pay federal income taxes at employee benefits shall be reduced last and in reverse chronological order such that the highest marginal rates benefit owed on the latest date following the occurrence of federal income taxation for the calendar year in which event triggering such excise tax will be the Parachute Payment is first benefit to be made, and (ii) pay applicable state and local income taxes at reduced. Except as set forth in the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.4next sentence, all determinations required to be made under this Section 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, 24 shall be made by the Company’s independent registered public accounting firm immediately prior to the event giving rise to the Payment (or if such firm cannot make such determination, an independent public accounting firm selected by Executive the Company (the “Accounting Firm”and reasonably acceptable to Executive)), which accounting firm shall provide detailed its determinations and any supporting calculations both and documentation to the Company and Executive within fifteen (15) business days promptly after the change in ownership or effective control of the receipt Company or ownership of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firmsubstantial portion of the Company’s decision as to which Parachute Payments are to be reduced shall be made assets (a) only from Parachute Payments that within the Accounting Firm determines reasonably may be characterized as “parachute payments” under meaning of Code Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installmentsG). In no eventmaking its determination, however, the accounting firm shall any Parachute Payments be reduced take into account (if and to applicable) the extent such reduction would cause a violation value of Code Executive’s non-competition covenant set forth in Section 409A or other applicable law9 of this Agreement. All fees The costs and expenses of the Accounting Firm accounting firm and, if a valuation firm is required by the accounting firm to perform its calculations, such valuation firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.49.4, all determinations required to be made under this Section 14.49.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxx Xxxxxx Title: Executive Vice President, Chief Financial Officer and Treasurer XXXXXXX X. XXXXX /s/ Xxxxxxx X. Xxxxx Executive THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxxxxxx X. Xxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.411.4, all determinations required to be made under this Section 14.49.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 11.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. By: /s/ Xxxxxxx X. Xxxxxx Title: Chief Financial Officer EXECUTIVE /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx THIS RELEASE AGREEMENT (this “Release”) is made as of the day of , by and between Xxxxxxx X. Xxxxxxx (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Anything in this Agreement to the contrary notwithstandingNotwithstanding Section 3 above, in the event that if it shall be is determined that the amounts payable to you under this Agreement, when considered together with any paymentother amounts payable to you as a result of a Change of Control (collectively, distribution, or other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise “Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and the value determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of the Parachute Payments1986, net of all taxes imposed on Executive as amended (the “Net After-Tax AmountCode”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made), and (ii) pay but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate rate), results in your receipt, on an after-tax basis, of taxation for the calendar year greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in which payments or benefits constituting “parachute payments” is necessary so that the Parachute Payment equals the Reduced Amount, reduction shall occur in the following order unless you elect in writing a different order (provided, however, that such election shall be subject to Company approval if made on or after the effective date of the event that triggers the Payment): reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be madereduced, net such acceleration of vesting shall be cancelled in the reverse order of the maximum reduction date of grant of your stock options (i.e., earliest granted stock option cancelled last) unless you elect in federal income taxes which could be obtained from deduction writing a different order for cancellation. The accounting firm engaged by Entropic for general audit purposes as of such state and local taxes. Subject the day prior to the provisions effective date of this Section 14.4the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made under this Section 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public hereunder. The accounting firm selected by Executive (engaged to make the “Accounting Firm”), which determinations hereunder shall provide its calculations, together with detailed supporting calculations both documentation, to the Company you and Executive Entropic within fifteen (15) business calendar days after the date on which your right to a Payment is triggered (if requested at that time by you or Entropic) or such other time as requested by you or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish you and Entropic with an opinion reasonably acceptable to you that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon you and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 4, the IRS determines that you are liable for the Excise Tax as a result of the receipt of notice from Executive that there has been a Parachute Paymentthe payment of benefits as described above, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced then you shall be made obligated to pay back to Entropic, within thirty (a30) only from Parachute Payments days after a final IRS determination or in the event that you challenge the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G final IRS determination, a final judicial determination, a portion of the Code; (b) only from Parachute Payments that are payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be made in cash; (c) only paid to Entropic so that your net after-tax proceeds with respect to any amounts that are payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not payable result in your net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, you shall pay the Excise Tax. Notwithstanding any other provision of this Section 4, if (i) there is a “nonqualified deferred compensation plan” subject to Code Section 409Areduction in the payment of benefits as described in this section, until those payments have (ii) the IRS later determines that you are liable for the Excise Tax, the payment of which would result in the maximization of your net after-tax proceeds (calculated as if your benefits had not previously been reduced to zero; reduced), and (diii) in reverse chronological orderyou pay the Excise Tax, then Entropic shall pay to you those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after you pay the Excise Tax so that your net after-tax proceeds with respect to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation payment of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executivebenefits is maximized.

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.411.16, all determinations required to be made under this Section 14.411.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.. By: /s/ Xxxxxxxx X. Xxxxxxxxx Title: President and Chief Executive Officer Xxx Xxxxx Section 2.1 Annual Salary: $269,000 Section 2.2 Bonus Target Percentage: 40% Section 5.1.2 – Severance Period: Twelve Months

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.49.4, all determinations required to be made under this Section 14.49.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 9.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A of the Code or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. NATURE’S SUNSHINE PRODUCTS, INC. EXECUTIVE /s/ Xxxxxxx X. Xxxxxxx Xxxxxxx X. Xxxxxxx By: Xxxxxxx X. Xxxx Title: President and Chief Executive Officer THIS RELEASE AGREEMENT (this “Release”) is made as of the day of day of , by and between (the “Executive”) and Nature Sunshine Products, Inc. (the “Company”).

280G. Anything in this Agreement to the contrary notwithstandingNotwithstanding Section 1.1 above, in the event that if it shall be is determined that the amounts payable to Employee under this Agreement, when considered together with any paymentother amounts payable to Employee as a result of a Change of Control (collectively, distribution, or other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise “Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and the value determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of the Parachute Payments1986, net of all taxes imposed on Executive as amended (the “Net After-Tax AmountCode”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made), and (ii) pay but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate rate), results in Employee’s receipt, on an after-tax basis, of taxation for the calendar year greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in which payments or benefits constituting “parachute payments” is necessary so that the Parachute Payment equals the Reduced Amount, reduction shall occur in the following order: reduction of cash payments; reduction of accelerated vesting of stock options; reduction of employee benefits. In the event that acceleration of vesting of stock option compensation is to be madereduced, net such acceleration of vesting shall be cancelled in the reverse order of the maximum reduction in federal income taxes which could be obtained from deduction date of such state and local taxesgrant of Employee’s stock options (i.e., earliest granted stock option cancelled last). Subject The accounting firm engaged by Entropic for general audit purposes as of the day prior to the provisions effective date of this Section 14.4the Change of Control shall perform the foregoing calculations. If the accounting firm so engaged by Entropic is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, Entropic shall appoint a nationally recognized accounting firm to make the determinations required hereunder. Entropic shall bear all expenses with respect to the determinations by such accounting firm required to be made under this Section 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public hereunder. The accounting firm selected by Executive (engaged to make the “Accounting Firm”), which determinations hereunder shall provide its calculations, together with detailed supporting calculations both documentation, to the Company Employee and Executive Entropic within fifteen (15) business calendar days after the date on which Employee’s right to a Payment is triggered (if requested at that time by Employee or Entropic) or such other time as requested by Employee or Entropic. If the accounting firm determines that no Excise Tax is payable with respect to a Payment, either before or after the application of the Reduced Amount, it shall furnish Employee and Entropic with an opinion reasonably acceptable to Employee that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be final, binding and conclusive upon Employee and Entropic, except as set forth below. If, notwithstanding any reduction described in this Section 1.3, the IRS determines that Employee is liable for the Excise Tax as a result of the receipt of notice from Executive that there has been a Parachute Paymentthe payment of benefits as described above, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced then Employee shall be made obligated to pay back to Entropic, within thirty (a30) only from Parachute Payments days after a final IRS determination or in the event that Employee challenges the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G final IRS determination, a final judicial determination, a portion of the Code; (b) only from Parachute Payments that are payment equal to the “Repayment Amount.” The Repayment Amount with respect to the payment of benefits shall be the smallest such amount, if any, as shall be required to be made in cash; (c) only paid to Entropic so that Employee’s net after-tax proceeds with respect to any amounts that are payment of benefits (after taking into account the payment of the Excise Tax and all other applicable taxes imposed on such payment) shall be maximized. The Repayment Amount with respect to the payment of benefits shall be zero if a Repayment Amount of more than zero would not payable result in Employee’s net after-tax proceeds with respect to the payment of such benefits being maximized. If the Excise Tax is not eliminated pursuant to this paragraph, Employee shall pay the Excise Tax. Notwithstanding any either provision of this Section 1.3, if (i) there is a “nonqualified deferred compensation plan” subject to Code Section 409Areduction in the payment of benefits as described in this section, until those payments have (ii) the IRS later determines that Employee is liable for the Excise Tax, the payment of which would result in the maximization of Employee’s net after-tax proceeds (calculated as if Employee’s benefits had not previously been reduced to zero; reduced), and (diii) in reverse chronological orderEmployee pays the Excise Tax, then Entropic shall pay to Employee those benefits which were reduced pursuant to this section contemporaneously or as soon as administratively possible after Employee pays the Excise Tax so that Employee’s net after-tax proceeds with respect to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation payment of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executivebenefits is maximized.

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.412.16, all determinations required to be made under this Section 14.412.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 12.16 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment, distribution, or other action by the Company to or for Executive’s benefit (whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) of the Code, and the value determined in accordance with Section 280G(d)(4) of the Code of the Parachute Payments, net of all taxes imposed on Executive (the “Net After-Tax Amount”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made, and (ii) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. Subject to the provisions of this Section 14.411.16, all determinations required to be made under this Section 14.411.16, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 11.16 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business days of the receipt of notice from Executive that there has been a Parachute Payment, or such earlier time as is requested by Executive. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409A409A of the Code, until those payments have been reduced to zero; and (d) in reverse chronological order, to the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.. NATR202209 15 / 18 NATR202209 16 / 18 By:____/s/ Xxxxxxxx X. Xxxxxxxxx______ Title: President and Chief Executive Officer XXXXXX XXXXXX NATR202209 17 / 18 Section 2.1 Annual Salary: $350,000 Section 2.2 Bonus Target Percentage: 60%

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that if any paymentpayment or benefit Barold would receive under this Agreement, distribution, taken together with any other agreement or other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms plan of the Agreement or otherwise CryoCor (including stock options) (“Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and the value determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of the Parachute Payments1986, net of all taxes imposed on Executive as amended (the “Net After-Tax AmountCode”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made), and (ii) pay but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate rate), results in Barold’s receipt, on an after-tax basis, of taxation the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, the reduction shall occur in the order Barold elects in writing, provided, however, that such election shall be subject to CryoCor approval if made on or after the date on which the event that triggers the Payment occurs.” The accounting firm engaged by CryoCor for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by CryoCor is serving as accountant or auditor for the calendar year individual, entity or group effecting the Change in which Control, CryoCor shall appoint a nationally recognized accounting firm to make the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxesdeterminations required hereunder. Subject CryoCor shall bear all expenses with respect to the provisions of this Section 14.4, all determinations by such accounting firm required to be made under this Section 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public hereunder. The accounting firm selected by Executive (engaged to make the “Accounting Firm”), which determinations hereunder shall provide its calculations, together with detailed supporting calculations both documentation, to the Company Barold and Executive CryoCor within fifteen (15) business calendar days of after the receipt of notice from Executive date on which Barold’s right to a Payment is triggered (if requested at that there has been a Parachute Payment, time by Barold or CryoCor) or such earlier other time as is requested by ExecutiveBarold or CryoCor. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments If the accounting firm determines that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only no Excise Tax is payable with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409APayment, until those payments have been reduced to zero; and (d) in reverse chronological order, to either before or after the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses application of the Accounting Firm Reduced Amount, it shall furnish Barold and CryoCor with an opinion reasonably acceptable to Barold that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be borne solely by the Company. Any determination by the Accounting Firm shall be final, binding and conclusive upon the Company Barold and ExecutiveCryoCor.

280G. Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that if any paymentpayment or benefit Xxxxxxxx would receive under this Agreement, distribution, taken together with any other agreement or other action by the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms plan of the Agreement or otherwise CryoCor (including stock options) (“Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and the value determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of the Parachute Payments1986, net of all taxes imposed on Executive as amended (the “Net After-Tax AmountCode”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made), and (ii) pay but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate rate), results in Xxxxxxxx’ receipt, on an after-tax basis, of taxation the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, the reduction shall occur in the order Xxxxxxxx elects in writing, provided, however, that such election shall be subject to CryoCor approval if made on or after the date on which the event that triggers the Payment occurs. The accounting firm engaged by CryoCor for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by CryoCor is serving as accountant or auditor for the calendar year individual, entity or group effecting the Change in which Control, CryoCor shall appoint a nationally recognized accounting firm to make the Parachute Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxesdeterminations required hereunder. Subject CryoCor shall bear all expenses with respect to the provisions of this Section 14.4, all determinations by such accounting firm required to be made under this Section 14.4, including the Net After-Tax Amount, the Reduction Amount and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public hereunder. The accounting firm selected by Executive (engaged to make the “Accounting Firm”), which determinations hereunder shall provide its calculations, together with detailed supporting calculations both documentation, to the Company Xxxxxxxx and Executive CryoCor within fifteen (15) business calendar days of after the receipt of notice from Executive date on which Xxxxxxxx’ right to a Payment is triggered (if requested at that there has been a Parachute Payment, time by Xxxxxxxx or CryoCor) or such earlier other time as is requested by ExecutiveXxxxxxxx or CryoCor. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments If the accounting firm determines that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only no Excise Tax is payable with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409APayment, until those payments have been reduced to zero; and (d) in reverse chronological order, to either before or after the extent that any Parachute Payments subject to reduction are made over time (e.g., in installments). In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses application of the Accounting Firm Reduced Amount, it shall furnish Xxxxxxxx and CryoCor with an opinion reasonably acceptable to Xxxxxxxx that no Excise Tax will be imposed with respect to such Payment. Any good faith determinations of the accounting firm made hereunder shall be borne solely by the Company. Any determination by the Accounting Firm shall be final, binding and conclusive upon the Company Xxxxxxxx and ExecutiveCryoCor.”

280G. Anything in this Agreement to the contrary notwithstanding, in if any payment or benefit the event that it shall be determined that Executive would receive under this Agreement, taken together with any payment, distribution, other agreement or other action by benefit plan of the Company to or for Executive’s benefit whether paid or payable or distributed or distributable pursuant to the terms of the Agreement or otherwise (including stock options) (“Payment”) would (i) constitute a “Parachute Payment”), would result in an “excess parachute payment” within the meaning of Section 280G(b)(i) 280G of the Code, and the value determined in accordance with Section 280G(d)(4) of the Internal Revenue Code of the Parachute Payments1986, net of all taxes imposed on Executive as amended (the “Net After-Tax AmountCode”) that Executive would receive would be increased if the Parachute Payments were reduced, then the Parachute Payments shall be reduced by an amount (the “Reduction Amount”) so that the Net After-Tax Amount after such reduction is greatest. For purposes of determining the Net After-Tax Amount, Executive shall be deemed to (i) pay federal income taxes at the highest marginal rates of federal income taxation for the calendar year in which the Parachute Payment is to be made), and (ii) pay but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), then such Payment shall be equal to the Reduced Amount. The “Reduced Amount” shall be either (x) the largest portion of the Payment that would result in no portion of the Payment being subject to the Excise Tax or (y) the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes taxes, and the Excise Tax (all computed at the highest applicable marginal rate rate), results in the Executive’s receipt, on an after-tax basis, of taxation the greater amount of the Payment notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, the reduction shall occur in the order the Executive elects in writing, provided, however, that such election shall be subject to Company approval if made on or after the date on which the event that triggers the Payment occurs. The accounting firm engaged by the Company for general audit purposes as of the day prior to the effective date of the Change in Control shall perform the foregoing calculations. If the accounting firm so engaged by the Company is serving as accountant or auditor for the calendar year individual, entity or group effecting the Change in which Control, the Parachute Payment is Company shall appoint a nationally recognized accounting firm to be made, net of make the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxesdeterminations required hereunder. Subject The Company shall bear all expenses with respect to the provisions of this Section 14.4, all determinations by such accounting firm required to be made under this Section 14.4hereunder. The accounting firm engaged to make the determinations hereunder shall provide its calculations, including together with detailed supporting documentation, to the Net After-Tax Amount, the Reduction Amount Executive and the Parachute Payments that are to be reduced pursuant to this Section 14.4 and the assumptions to be utilized in arriving at such determinations, shall be made by an independent public accounting firm selected by Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Executive within fifteen (15) business calendar days of after the receipt of notice from date on which the Executive’s right to a Payment is triggered (if requested at that time by the Executive that there has been a Parachute Payment, or the Company) or such earlier other time as is requested by Executivethe Executive or the Company. The Accounting Firm’s decision as to which Parachute Payments are to be reduced shall be made (a) only from Parachute Payments If the accounting firm determines that the Accounting Firm determines reasonably may be characterized as “parachute payments” under Section 280G of the Code; (b) only from Parachute Payments that are required to be made in cash; (c) only no Excise Tax is payable with respect to any amounts that are not payable pursuant to a “nonqualified deferred compensation plan” subject to Code Section 409APayment, until those payments have been reduced to zero; either before or after the application of the Reduced Amount, it shall furnish the Executive and (d) in reverse chronological order, the Company with an opinion reasonably acceptable to the extent Executive that any Parachute Payments subject no Excise Tax will be imposed with respect to reduction are made over time (e.g., in installments)such Payment. In no event, however, shall any Parachute Payments be reduced if and to the extent such reduction would cause a violation of Code Section 409A or other applicable law. All fees and expenses Any good faith determinations of the Accounting Firm accounting firm made hereunder shall be borne solely by final, binding and conclusive upon the Executive and the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive.”