Common use of Additional Payments by the Company Clause in Contracts

Additional Payments by the Company. (i) In the event that any Control Change Severance Payment or other benefit payable to the Executive (under this Agreement or otherwise), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code (“the Excise Tax”), then the Company shall pay to the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be substantially equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (ii) For purposes of determining the Gross-Up Amount, the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (iii) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe the Company any interest on any portion of the Gross-Up Amount that is returned to the Company. For purposes of making the calculations required by this Section 7(d)(iii), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60) days following receipt of the Accounting Firm’s determination of the Gross-Up Amount.

Additional Payments by the Company. (i) In Notwithstanding anything to the contrary in this Agreement, in the event that any Control Change Severance Payment payment or other benefit distribution by the Company to or for your benefit, whether paid or payable or distributed or distributable pursuant to the Executive (under terms of this Agreement or otherwiseotherwise (a "Payment"), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (“such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the "Excise Tax"), the Company shall pay to you an additional payment (a "Gross-up Payment") in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any income, employment and Excise Tax imposed on any Gross-up Payment, you retain an amount of the Gross-up Payment equal to the Excise Tax”)Tax imposed upon the Payments. You and the Company shall make an initial determination as to whether a Gross-up Payment is required and the amount of any such Gross-up Payment. If you and the Company can not agree on whether a Gross-up Payment is required or the amount thereof, then an independent nationally recognized accounting firm, appointed by you, shall determine the amount of the Gross-up Payment. The Company shall pay all expenses which you may incur in determining the Gross-up Payment. You shall notify the Company in writing of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by the Company and you) within ten days of the receipt of such claim. The Company shall notify you in writing at least ten days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, you shall cooperate fully with the Company in such action; provided, however, the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of the Company's action. If, as a result of the Company's action with respect to a claim, you receive a refund of any amount paid by the Company with respect to such claim, you shall promptly pay such refund to the Company. If the Company fails to timely notify you whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to you the Executive an additional amount (the “Gross-Up Amount”) such that the net benefits retained by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) upon the Gross-Up Amount shall be substantially equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (ii) For purposes of determining the Gross-Up Amount, the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (iii) The determination of whether the Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted by the Internal Revenue Service (or state or local revenue authorities) on audit, then appropriate adjustments shall be computed based upon the amount of Excise Tax and any interest or penalties so determined; provided, however, that the Executive in no event shall owe the Company any interest on any portion of the Gross-Up Amount that is returned such claim, if any, which it has not previously paid to the Company. For purposes of making the calculations required by this Section 7(d)(iii), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountyou.

Additional Payments by the Company. (i) In Notwithstanding anything to the contrary in this Agreement, in the event that any Control Change Severance Payment payment or other benefit distribution by the Company to or for your benefit, whether paid or payable or distributed or distributable pursuant to the Executive (under terms of this Agreement or otherwiseotherwise (a “Payment”), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “the Excise Tax”), then the Company shall pay to the Executive you an additional amount payment (the a “Gross-Up Amountup Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any income, employment and Excise Tax imposed on any Gross-up Payment, you retain an amount of the net benefits retained by the Executive after the deduction of Gross-up Payment equal to the Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) imposed upon the Payments. You and the Company shall make an initial determination as to whether a Gross-Up Amount shall be substantially equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (ii) For purposes of determining the Gross-Up Amount, the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (iii) The determination of whether the Excise Tax up Payment is payable, the amount thereof, required and the amount of any such Gross-Up Amount up Payment. If you and the Company can not agree on whether a Gross-up Payment is required or the amount thereof, then an independent nationally recognized accounting firm, appointed by you, shall be made determine the amount of the Gross-up Payment. The Company shall pay all expenses which you may incur in determining the Gross-up Payment. You shall notify the Company in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or state or local revenue authoritiesa Gross-up Payment in excess of that, if any, initially determined by the Company and you) on auditwithin ten days of the receipt of such claim. The Company shall notify you in writing at least ten days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, then appropriate adjustments you shall be computed based upon cooperate fully with the amount of Excise Tax and any interest or penalties so determinedCompany in such action; provided, however, that the Executive in no event shall owe the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax, including interest on any portion and penalties with respect thereto, imposed as a result of the Gross-Up Amount that is returned Company’s action. If, as a result of the Company’s action with respect to a claim, you receive a refund of any amount paid by the Company with respect to such claim, you shall promptly pay such refund to the Company. For purposes of making If the calculations required by this Section 7(d)(iii)Company fails to timely notify you whether it will contest such claim or the Company determines not to contest such claim, to then the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with immediately pay to you the performance portion of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount such claim, if any, which it has not previously paid to the Executive no later than sixty (60) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountyou.

Additional Payments by the Company. (i) In Notwithstanding anything to the contrary in this Agreement, in the event that any Control Change Severance Payment payment or other benefit distribution by the Company to or for your benefit, whether paid or payable or distributed or distributable pursuant to the Executive (under terms of this Agreement or otherwiseotherwise (a “Payment”), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest or penalties, are hereinafter collectively referred to as the “the Excise Tax”), then the Company shall pay to the Executive you an additional amount payment (the a “Gross-Up Amountup Payment”) in an amount such that after payment by you of all taxes (including any interest or penalties imposed with respect to such taxes), including any income, employment and Excise Tax imposed on any Gross-up Payment, you retain an amount of the net benefits retained by the Executive after the deduction of Gross-up Payment equal to the Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) imposed upon the Payments. You and the Company shall make an initial determination as to whether a Gross-Up Amount shall be substantially equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable and the Gross-Up Amount not been paid. (ii) For purposes of determining the Gross-Up Amount, the Executive shall be deemed to pay federal, state and local income taxes at the highest marginal rate of taxation for the Executive’s taxable year in which the Parachute Payments are includable in the Executive’s income for purposes of federal, state and local income taxation. (iii) The determination of whether the Excise Tax up Payment is payable, the amount thereof, required and the amount of any such Gross-Up Amount up Payment. If you and the Company can not agree on whether a Gross-up Payment is required or the amount thereof, then an independent nationally recognized accounting firm, appointed by you, shall be made determine the amount of the Gross-up Payment. The Company shall pay all expenses which you may incur in determining the Gross-up Payment. You shall notify the Company in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved by the Executive, such approval not to be unreasonably withheld (the “Accounting Firm”). If such determination is not finally accepted of any claim by the Internal Revenue Service which, if successful, would require the Company to make a Gross-up Payment (or state or local revenue authoritiesa Gross-up Payment in excess of that, if any, initially determined by the Company and you) on auditwithin ten days of the receipt of such claim. The Company shall notify you in writing at least ten days prior to the due date of any response required with respect to such claim if it plans to contest the claim. If the Company decides to contest such claim, then appropriate adjustments you shall be computed based upon cooperate fully with the amount of Excise Tax and any interest or penalties so determinedCompany in such action; provided, however, that the Executive in no event shall owe the Company shall bear and pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold you harmless, on an after-tax basis, for any Excise Tax or income tax, including interest on any portion and penalties with respect thereto, imposed as a result of the Gross-Up Amount that is returned Company’s action. If, as a result of the Company’s action with respect to a claim, you receive a refund of any amount paid by the Company with respect to such claim, you shall promptly pay such refund to the Company. For purposes If the Company fails to timely notify you whether it will contest such claim or the Company determines not to contest such claim, then the Company shall immediately pay to you the portion of making the calculations required by such claim, if any, which it has not previously paid to you. Notwithstanding anything in this Section 7(d)(iii)E, to the extent not otherwise specified herein, reasonable assumptions and approximations may no Gross-up Payment shall be made with respect after the March 15th following the calendar year in which your Date of Termination occurs, unless a later date is required pursuant to applicable taxes and reasonableSection D, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountparagraph 5.

Additional Payments by the Company. (ia) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any Control Change Severance Payment payment or other distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the Executive (under terms of this Agreement or otherwiseotherwise (a “Payment”), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties being hereinafter collectively referred to as the “Excise Tax”), then the Company Executive shall pay be entitled to the Executive receive an additional amount payment (the a “Gross-Up AmountPayment”) in an amount such that the net benefits retained after payment by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment all taxes (including any interest and penalties) or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Amount shall be substantially equal to Payment, the benefits that would have been delivered hereunder had the Excise Tax not been applicable and Executive retains an amount of the Gross-Up Amount not been paidPayment equal to the Excise Tax imposed upon the Payments. (iib) For purposes Subject to the provisions of determining Section 5(c) hereof, all determinations required to be made under this Section 5, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by any nationally recognized firm of certified public accountants (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 60 business days following the occurrence a Change in Control. When calculating the amount of the Gross-Up AmountPayment, the Executive shall be deemed to pay federal, pay: (i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Gross-Up Payment is to be made; and (ii) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the Executive’s taxable calendar year in which the Parachute Payments are includable Gross-Up Payment is to be made, net of the maximum reduction in the Executive’s Federal income for purposes taxes which could be obtained from deduction of federal, such state and local income taxation. (iii) The determination taxes if paid in such year. If the Accounting Firm has performed services for the entity that caused the Change of whether Control or any affiliate thereof, the Executive may select an alternative accounting firm from any nationally recognized firm of certified public accountants. If the Accounting Firm determines that no Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved payable by the Executive, such approval it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be unreasonably withheld binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (the “Accounting FirmUnderpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts it remedies pursuant to Section 5(c) hereof, and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such determination is not finally accepted Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or state or local revenue authoritiessuch shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) on auditgive the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, then appropriate adjustments shall be computed based upon including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the amount of Excise Tax and Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any interest or penalties so determinedproceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 5(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statue of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 5(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon by the taxing authority after deducting any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 5(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in no event writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall owe be forgiven and shall not be required to be repaid and the Company any interest on any portion amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid under Section 5(a) hereof. The forgiveness of such advance shall be considered part of the Gross-Up Amount that is returned Payment and subject to the Company. For purposes of making the calculations required by this Section 7(d)(iii), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable gross-up for any taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60including interest or penalties) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountassociated therewith.

Additional Payments by the Company. (i) In the event that all or any Control Change Severance Payment portion of any payment or other benefit payable paid to Executive under the Executive (under this Agreement or otherwise), shall (1) constitute “parachute payments” within the meaning terms of Section 280G (as it may be amended 3 or replaced) otherwise paid or payable or distributed to Executive in connection with, or arising out of, his or her employment with the Company or a Change of Control or effective control of the Internal Revenue Code Company (collectively the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Code Code, or any successor provision, by reason of being considered an “excess parachute payment” as defined in Section 280G of the Code, or any successor provision, or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being collectively referred to as the “the Excise Tax”), then Executive shall be entitled to receive from the Company shall pay to the Executive an additional amount payment or payments (collectively, the “Gross-Up AmountPayment”) ), such that the net benefits amount retained by the Executive Executive, after the deduction and/or payment of the any Excise Tax (including interest and penalties) and any federal, state or local income and employment taxes (including interest and penalties) upon on the Gross-Up Amount shall be substantially equal to the benefits that would have been delivered hereunder had the Excise Tax not been applicable Payments and the Gross-Up Amount not been paid. (ii) For purposes of determining the Gross-Up Amount, the Executive shall be deemed to pay Payment and any federal, state and local income taxes at tax on the highest marginal rate Gross-Up Payment, including penalties and interest, shall be equal to the Payments. All Gross Up Payments must be paid by the Company within two and a half (2 ½) months after the close of taxation for the Executive’s taxable year in which includes the Parachute Termination Date (“Due Date”). Notwithstanding the foregoing sentence to the contrary, if it becomes administratively impracticable to make all the Gross Up Payments are includable in by the Due Date and as of the Termination Date such impracticability was unforeseeable, then all of such Gross-Up Payments shall be made as soon as administratively practicable after the Due Date. For purposes of determining whether it is administratively impracticable to make all the Gross Up Payments by the Due Date, an action or failure to act of the Executive or a person under the Executive’s income for purposes control, such as a failure to timely provide necessary information or documentation, is not an unforeseeable event. Actions or failures to act by the Executive or a person under the Executive’s control that result in the inability of federalthe Company to make payment by the Due Date will result in a forfeiture of the Gross Up Payment specified by this section. The intent of the parties is that Executive shall receive no more or no less than what Executive would have received had the Payments not been subject to the Excise Tax. All determinations required to be made under this Section 5, state and local income taxation. (iii) The determination of including whether the an Excise Tax is payable, the amount thereof, payable by Executive and the amount of any such Excise Tax, and whether a Gross-Up Amount Payment is required to be paid by the Company to Executive and the amount of such Gross-Up Payment, if any, shall be made in writing in good faith by a the accounting firm that is the Company’s independent auditor as of the date immediately prior to the Change of Control, or such other nationally recognized independent certified public accounting firm selected by mutually agreeable to the Company and approved by the Executive, such approval not to be unreasonably withheld Executive (the “Accounting Firm”). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Company and Executive within thirty (30) calendar days after the Termination Date of Executive’s service with the Company. If the Accounting Firm determines that any Excise Tax is payable by Executive, the Company shall pay the required Gross-Up Payment to Executive within five (5) business days after receipt of such determination and calculations with respect to any Payment to Executive. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall, at the same time as it makes such determination, furnish the Company and Executive an opinion that Executive has substantial authority not finally accepted by the Internal Revenue Service (to report any Excise Tax on his or her federal, state or local revenue authoritiesincome or other tax return. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) on auditand the possibility of similar uncertainty regarding applicable state or local tax laws at the time of any determination by the Accounting Firm hereunder, then appropriate adjustments it is possible that Gross-Up Payments which will not have been made by the Company should in fact have been made (an “Underpayment”), consistent with the calculations required to be made hereunder. In the event that Executive thereafter is ever required to make a payment of any Excise Tax, Executive shall be computed based upon direct the Accounting Firm to determine the amount of Excise Tax the Underpayment that has occurred and any interest or penalties so determined; provided, however, that the Executive in no event shall owe to submit its determination and detailed supporting calculations to both the Company any interest on any portion and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to, or for the benefit of, Executive within five (5) business days after receipt of the Gross-Up Amount that is returned to the Company. For purposes of making the calculations required by this Section 7(d)(iii), to the extent not otherwise specified herein, reasonable assumptions such determination and approximations may be made with respect to applicable taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii)calculations. The Company shall bear all costs incurred be solely responsible for paying any fees charged by the Accounting Firm for its services in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountherewith.

Additional Payments by the Company. (ia) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any Control Change Severance Payment payment or other distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the Executive (under terms of this Agreement or otherwiseotherwise (a "Payment"), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (“the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties being hereinafter collectively referred to as the "Excise Tax”"), then the Company Executive shall pay be entitled to the Executive receive an additional amount payment (the “a "Gross-Up Amount”Payment") in an amount such that the net benefits retained after payment by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment all taxes (including any interest and penalties) or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Amount shall be substantially equal to Payment, the benefits that would have been delivered hereunder had the Excise Tax not been applicable and Executive retains an amount of the Gross-Up Amount not been paidPayment equal to the Excise Tax imposed upon the Payments. (iib) For purposes Subject to the provisions of determining Section 4(c) hereof, all determinations required to be made under this Section 4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by any nationally recognized firm of certified public accountants (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 60 business days of a Change in Control Termination. When calculating the amount of the Gross-Up AmountPayment, the Executive shall be deemed to pay federal, pay: (i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Gross-Up Payment is to be made; and (ii) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the Executive’s taxable calendar year in which the Parachute Payments are includable Gross-Up Payment is to be made, net of the maximum reduction in the Executive’s Federal income for purposes taxes which could be obtained from deduction of federal, such state and local income taxation. (iii) The determination taxes if paid in such year. If the Accounting Firm has performed services for the entity that caused the Change of whether Control or any affiliate thereof, the Executive may select an alternative accounting firm from any nationally recognized firm of certified public accountants. If the Accounting Firm determines that no Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved payable by the Executive, such approval it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be unreasonably withheld binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the “calculations required to be made hereunder. In the event that the Company exhausts it remedies pursuant to Section 4(c) hereof, and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm”). If Firm shall determine the amount of the Underpayment that has occurred and any such determination is not finally accepted Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or state or local revenue authoritiessuch shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) on auditgive the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, then appropriate adjustments shall be computed based upon including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the amount of Excise Tax and Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any interest or penalties so determinedproceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statue of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon by the taxing authority after deducting any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in no event writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall owe be forgiven and shall not be required to be repaid and the Company any interest on any portion amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid under Section 4(a) hereof. The forgiveness of such advance shall be considered part of the Gross-Up Amount that is returned Payment and subject to the Company. For purposes of making the calculations required by this Section 7(d)(iii), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable gross-up for any taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60including interest or penalties) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountassociated therewith.

Additional Payments by the Company. (ia) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any Control Change Severance Payment payment or other distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the Executive (under terms of this Agreement or otherwiseotherwise (a "Payment"), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (“the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties being hereinafter collectively referred to as the "Excise Tax”"), then the Company Executive shall pay be entitled to the Executive receive an additional amount payment (the “a "Gross-Up Amount”Payment") in an amount such that the net benefits retained after payment by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment all taxes (including any interest and penalties) or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Amount shall be substantially equal to Payment, the benefits that would have been delivered hereunder had the Excise Tax not been applicable and Executive retains an amount of the Gross-Up Amount not been paidPayment equal to the Excise Tax imposed upon the Payments. (iib) For purposes Subject to the provisions of determining Section 4(c) hereof, all determinations required to be made under this Section 4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by any nationally recognized firm of certified public accountants (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 60 business days following the occurrence a Change in Control. When calculating the amount of the Gross-Up AmountPayment, the Executive shall be deemed to pay federal, pay: (i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Gross-Up Payment is to be made; and (ii) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the Executive’s taxable calendar year in which the Parachute Payments are includable Gross-Up Payment is to be made, net of the maximum reduction in the Executive’s Federal income for purposes taxes which could be obtained from deduction of federal, such state and local income taxation. (iii) The determination taxes if paid in such year. If the Accounting Firm has performed services for the entity that caused the Change of whether Control or any affiliate thereof, the Executive may select an alternative accounting firm from any nationally recognized firm of certified public accountants. If the Accounting Firm determines that no Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved payable by the Executive, such approval it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be unreasonably withheld binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the “calculations required to be made hereunder. In the event that the Company exhausts it remedies pursuant to Section 4(c) hereof, and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm”). If Firm shall determine the amount of the Underpayment that has occurred and any such determination is not finally accepted Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or state or local revenue authoritiessuch shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) on auditgive the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, then appropriate adjustments shall be computed based upon including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the amount of Excise Tax and Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any interest or penalties so determinedproceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and sxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and sxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statue of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon by the taxing authority after deducting any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in no event writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall owe be forgiven and shall not be required to be repaid and the Company any interest on any portion amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid under Section 4(a) hereof. The forgiveness of such advance shall be considered part of the Gross-Up Amount that is returned Payment and subject to the Company. For purposes of making the calculations required by this Section 7(d)(iii), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable gross-up for any taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60including interest or penalties) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountassociated therewith.

Additional Payments by the Company. (ia) In Anything in this Agreement to the contrary notwithstanding, in the event it shall be determined that any Control Change Severance Payment payment or other distribution by the Company to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the Executive (under terms of this Agreement or otherwiseotherwise (a "Payment"), shall (1) constitute “parachute payments” within the meaning of Section 280G (as it may be amended or replaced) of the Internal Revenue Code (the “Code”) (“Parachute Payments”) and (2) would be subject to the excise tax imposed by Section 4999 (as it may be amended or replaced) of the Internal Revenue Code of 1986, as amended (“the "Code") or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties being hereinafter collectively referred to as the "Excise Tax”"), then the Company Executive shall pay be entitled to the Executive receive an additional amount payment (the “a "Gross-Up Amount”Payment") in an amount such that the net benefits retained after payment by the Executive after the deduction of the Excise Tax (including interest and penalties) and any federal, state or local income and employment all taxes (including any interest and penalties) or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Amount shall be substantially equal to Payment, the benefits that would have been delivered hereunder had the Excise Tax not been applicable and Executive retains an amount of the Gross-Up Amount not been paidPayment equal to the Excise Tax imposed upon the Payments. (iib) For purposes Subject to the provisions of determining Section 4(c) hereof, all determinations required to be made under this Section 4, including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by any nationally recognized firm of certified public accountants (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 60 business days following the occurrence a Change in Control. When calculating the amount of the Gross-Up AmountPayment, the Executive shall be deemed to pay federal, pay: (i) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Gross-Up Payment is to be made; and (ii) any applicable state and local income taxes at the highest applicable marginal rate of taxation for the Executive’s taxable calendar year in which the Parachute Payments are includable Gross-Up Payment is to be made, net of the maximum reduction in the Executive’s Federal income for purposes taxes which could be obtained from deduction of federal, such state and local income taxation. (iii) The determination taxes if paid in such year. If the Accounting Firm has performed services for the entity that caused the Change of whether Control or any affiliate thereof, the Executive may select an alternative accounting firm from any nationally recognized firm of certified public accountants. If the Accounting Firm determines that no Excise Tax is payable, the amount thereof, and the amount of any Gross-Up Amount shall be made in writing in good faith by a nationally recognized independent certified public accounting firm selected by the Company and approved payable by the Executive, such approval it shall furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be unreasonably withheld binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the “calculations required to be made hereunder. In the event that the Company exhausts it remedies pursuant to Section 4(c) hereof, and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm”). If Firm shall determine the amount of the Underpayment that has occurred and any such determination is not finally accepted Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after the Executive knows of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty-day period following the date on which it gives such notice to the Company (or state or local revenue authoritiessuch shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) on auditgive the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, then appropriate adjustments shall be computed based upon including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the amount of Excise Tax and Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any interest or penalties so determinedproceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 4(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Executive, on an interest free basis and shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including interest or penalties with respect thereto, imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statue of limitations relating to payment of taxes for the taxable year of the Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c) hereof, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall (subject to the Company's complying with the requirements of Section 4(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon by the taxing authority after deducting any taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 4(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in no event writing of its intent to contest such denial of refund prior to the expiration of thirty days after such determination, then such advance shall owe be forgiven and shall not be required to be repaid and the Company any interest on any portion amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid under Section 4(a) hereof. The forgiveness of such advance shall be considered part of the Gross-Up Amount that is returned Payment and subject to the Company. For purposes of making the calculations required by this Section 7(d)(iii), to the extent not otherwise specified herein, reasonable assumptions and approximations may be made with respect to applicable gross-up for any taxes and reasonable, good faith interpretations of the Code may be relied upon. The Company and the Executive shall furnish such information and documents as may be reasonably requested in connection with the performance of the calculations under this Section 7(d)(iii). The Company shall bear all costs incurred in connection with the performance of the calculations contemplated by this Section 7(d)(iii). The Company shall pay the Gross-Up Amount to the Executive no later than sixty (60including interest or penalties) days following receipt of the Accounting Firm’s determination of the Gross-Up Amountassociated therewith.