Common use of Additional Payments Clause in Contracts

Additional Payments. (i) Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i) Anything in this Agreement to If, for any taxable year, Executive shall be liable for the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration payment of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (an excise tax under Section 4999 and/or Section 409A or other change in ownershipsubstitute or similar tax assessment (the “Excise Tax”) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “EXCESS PARACHUTE PAYMENTSCode”), or including the corresponding provisions of any interest or penalties are incurred by Executive succeeding law, with respect to such excise tax (such excise taxany payments or benefits under Section 9 of this Agreement or Sections 7 or 8 or any other provision of this Agreement, together with including but not limited to this Section 12 or under any such interest and penaltiesbenefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, are hereinafter collectively referred to as the “EXCISE TAX”)then, then notwithstanding any other provisions of this Agreement, the Company shall pay to the Executive an additional payment amount (a the “GROSSGross-UP PAYMENTUp Payment”) in an such that the net amount equal to that required to result in Executive receivingretained by the Executive, after application deduction of the Excise TaxTax imposed on all such payments and benefits and of the federal, a net amount that would have been received hereunder had the state and local income tax and Excise Tax not applied. (ii) Subject imposed upon payments provided for in this Section 12, shall be equal to clause (i), all determinations required the payments and benefits due to be made the Executive hereunder and the payments and/or benefits due to the Executive under this Section, including whether and when a any benefit plan of the Company. Each Gross-Up Payment is requiredshall be made to Executive or as provided in Section 16 hereof, upon the amount later of (i) five (5) days after the date the Executive notifies the Company of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment and the assumptions to be used in arriving at such determinations, under this section shall be made computed by a nationally recognized certified public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely designated jointly by the Company and the Company shall enter into any agreement requested Executive. The cost of such services by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive accounting firm shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of paid by the uncertainty in Company. If the application of Section 4999 of Company and the Code at Executive are unable to designate jointly the time of accounting firm, then the Determination, it is possible that Gross-Up Payments which will not have been made firm shall be the accounting firm used by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, immediately prior to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company Change in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestControl.

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstandingIf all, if it is determined that any payment, award, benefit or distribution (or any acceleration portion, of the payments or other benefits provided under any paymentsection of this Agreement, award, benefit either alone or distribution) by together with other payments and benefits that you receive or are entitled to receive from the Company or any entity which effectuates a change in control its affiliates, (whether or not under an existing plan, arrangement or other change agreement) (collectively the "Payments") would constitute an excess "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") and would result in ownership) to or for the benefit imposition on you of Executive would be subject to the an excise tax imposed by under Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penaltiespenalties related thereto, are hereinafter collectively referred to as the “EXCISE TAX”)"Excise Tax") then, then the Company shall pay in addition to Executive any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a “GROSS"Gross-UP PAYMENT”Up Payment") in cash, in an amount equal to such that required to result in Executive receivingafter you pay all taxes including, after application of the without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, a net imposed upon the Gross-Up Payment, you will retain an amount that would have been received hereunder had of the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredequal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of such payments under this Article 6 (the "Parachute Gross-Up Payment up") shall be computed and made in writing by the Employer's then independent public accountants (the "Accountants"), whose determination shall be, subject to the Employee's reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the assumptions to be used in arriving at such determinationsEmployer for all purposes. For purposes of making the calculations required by this Section 4, shall be made by a public accounting firm that is selected by the Board (Accountants may rely on reasonable, good faith interpretations concerning the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company application of Section 280G and Executive within 15 business days 4999 of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Code. All fees and expenses of the Accounting Firm shall be borne solely by the Company You and the Company shall enter into any agreement requested by furnish to the Accounting Firm Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentcalculations contemplated by this Section 4. (iiib) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determinationinitial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”an "Underpayment"), consistent with the calculations required to be made hereunderhereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an "Overpayment"). If Executive thereafter is In the event that you are required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for your benefit. In the benefit event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of Executive. If such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and xxx for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise TaxPayment, the Accounting Firm shall determine the amount of the Overpayment provided that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any contest or disputes such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestproceeding.

Additional Payments. If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 and/or Section 409A or other substitute or similar tax assessment (ithe "Excise Tax") Anything in this Agreement to of the contrary notwithstandingInternal Revenue Code of 1986, if it is determined that any paymentas amended (the "Code"), award, benefit or distribution (or any acceleration including the corresponding provisions of any paymentsucceeding law, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxany payments under this Section 12 or any payments and/or benefits under this Agreement or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, together with any such interest and penaltiesthen, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive the Executive, subject to Section 15 hereof by paying the withholding for the Executive, an additional payment amount (a “GROSSthe "Gross-UP PAYMENT”Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on such payments and benefits and any federal, state and local income tax and Excise Tax upon payments provided for in an amount this Section 12, shall be equal to that required the payments due to result in the Executive receiving, after application hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Company. Each Gross-Up Payment is required, shall be made upon the amount later of (i) five (5) days after the date the Executive notifies the Company or the Company receives notice from the certified public accounting firm of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment and the assumptions to be used in arriving at such determinations, under this section shall be made computed by a nationally recognized certified public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely designated jointly by the Company and the Company shall enter into any agreement requested Executive. The cost of such services by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive accounting firm shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of paid by the uncertainty in Company. If the application of Section 4999 of Company and the Code at Executive are unable to designate jointly the time of accounting firm, then the Determination, it is possible that Gross-Up Payments which will not have been made firm shall be the accounting firm used by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, immediately prior to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company Change in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestControl.

Additional Payments. (i) Anything in this Agreement to the contrary notwithstanding, if If it is determined that any paymentamount, award, right or benefit paid or distribution payable (or any acceleration of any payment, award, benefit otherwise provided or distributionto be provided) to Executive by the Company or any entity of its affiliates under this Agreement or any other plan, program or arrangement under which effectuates Executive participates or is a change in control party (or other change in ownership) collectively, the "PAYMENTS"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to or for time (the benefit of Executive would be "CODE"), subject to the excise tax imposed by Section 4999 of the Code Code, as amended from time to time (“EXCESS PARACHUTE PAYMENTS”the "EXCISE TAX"), or then Executive shall be entitled to receive an additional payment from the Company (a "GROSS-UP PAYMENT") in an amount such that, after payment by Executive of all taxes (including any interest or penalties are incurred by Executive imposed with respect to such excise tax taxes), including any income and employment taxes (such excise tax, together with and any such interest and penalties, are hereinafter collectively referred to as penalties imposed with respect thereto) and Excise Tax imposed upon the “EXCISE TAX”Gross-Up Payment (and any interest and penalties imposed with respect thereto), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (iiincluding any interest and penalties imposed with respect thereto) Subject to clause (i), all imposed upon the Payments. All determinations required to be made under this SectionSECTION 6, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a public an independent, nationally recognized accounting firm that is selected by mutually acceptable to the Board Company and Executive (the “ACCOUNTING FIRM”) which "AUDITOR"). The Auditor shall provide detailed supporting calculations to both to the Company and Executive within 15 fifteen (15) business days of the receipt of notice from Executive or the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm Auditor shall be borne solely paid by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunderCompany. The Any Gross-Up Payment under Payment, as determined pursuant to this SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive 6, shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to Executive within five (5) days of the receipt of the Auditor's determination. All determinations made by the Auditor shall be binding upon the Company and Executive; provided that if, notwithstanding the Auditor's initial determination, the Internal Revenue Service (or for other applicable taxing authority) determines that an additional Excise Tax is due with respect to the benefit of Executive. If Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment exceeds based upon the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been determinations made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the other applicable taxing authority; provided that ) after taking into account any reimbursement required under this SECTION 3.2(cadditional interest and penalties (the "RECALCULATED AMOUNT") of expenses incurred by and the Company shall pay to Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result excess of the audit or contest no taxes are remitted, Recalculated Amount over the date on which the audit is completed or there is a final and nonappealable settlement or other resolution Gross-Up Payment initially paid to Executive within five (5) days of the contestreceipt of the Auditor's recalculation of the Gross-Up Payment.

Additional Payments. (i) Anything in this Agreement to the contrary notwithstanding, if in the event it is shall be determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive (the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company SSP Partners shall pay to Executive an additional payment (a “GROSSGross-UP PAYMENTUp Payment”) in an amount such that after payment by Executive of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application the sum of the Excise Tax, a net amount that would have been received hereunder had (x) the Excise Tax not appliedimposed upon the Payments and (y) the product of any deductions disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income and the highest applicable marginal rate of federal income taxation for the calendar year in which the Gross-Up Payment is to be made. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to (A) pay federal income taxes at the highest marginal rates of federal income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up Payment is to be made, (B) pay applicable state and local income taxes at the highest marginal rate of taxation for the calendar year in which the Gross-Up 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, and (C) have otherwise allowable deductions for federal income tax purposes at least equal to those which could be disallowed because of the inclusion of the Gross-Up Payment in Executive’s adjusted gross income. (ii) Subject to clause (ithe provisions of Section 8(e)(i), all determinations required to be made under this SectionSection 8(e), including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment Payment, and the assumptions to be used utilized in arriving at such determinations, shall be made by a nationally recognized public accounting firm that is selected retained by the Board Company (the “ACCOUNTING FIRMAccounting Firm”) ). In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the change in ownership or control giving rise to the Excise Tax, Executive may appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 fifteen (15) business days of the receipt of notice from the Company or the Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATIONDetermination”). All fees and expenses of the Accounting Firm shall be borne solely by SSP Partners or the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up up Payment under SECTION 3.2(cthis Section 8(e) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 thirty (30) days following such Excess Parachute Payment. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion to such effect. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company SSP Partners should have been made (“UNDERPAYMENTUnderpayment”) or Gross-Up Payments will be are made by the Company SSP Partners which should not have been made (“OVERPAYMENTOverpayment”), consistent with the calculations required to be made hereunder. If In the event that the Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company SSP Partners to or for the benefit of Executive. If In the event the amount of the Gross-Up up Payment exceeds the amount necessary to reimburse the Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the CompanySSP Partners, with any reasonable requests by SSP Partners or the Company in connection with any contest contests or disputes with the Internal Revenue Service in connection with the Excise Tax. The . (iv) This section 8(e) will apply only in the event that, immediately prior to the change in ownership or control giving rise to Excise Tax, the Company shall has stock that is “readily tradeable on an established securities market” as defined in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice regulations issues under Section 280G of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestCode.

Additional Payments. (i) Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive Employee would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“EXCESS PARACHUTE PAYMENTS”the "Code") ("Excess Parachute Payments"), or any interest or penalties are incurred by Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay to Executive Employee an additional payment (a “GROSS"Gross-UP PAYMENT”Up Payment") in an amount equal to that required to result in Executive receiving, after application of the such Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”"Accounting Firm") which shall provide detailed supporting calculations both to the Company and Executive Employee within 15 business days of the receipt of notice from the Company or Executive Employee that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive Employee (collectively, the “DETERMINATION”"Determination"). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) this Section with respect to any Excess Parachute Payments made to Executive Employee shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”"Underpayment") or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”"Overpayment"), consistent with the calculations required to be made hereunder. If Executive Employee thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of ExecutiveEmployee. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive Employee for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive Employee to or for the benefit of the Company. Executive Employee shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i) Anything in In the event that payments or benefits made or provided to the Executive under this Agreement to and under any other plan, program or agreement of the contrary notwithstandingCompany, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit their respective affiliates (the “Aggregate Payment”) are or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be become subject to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “EXCESS PARACHUTE PAYMENTSCode”) or any similar tax that may hereafter be imposed (the “Excise Tax”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to the Executive an additional payment amount (a the “GROSS-UP PAYMENTAdditional Payment”) in an such that the net amount retained by the Executive with respect to the Aggregate Payment, after deduction of any Excise Tax on the Aggregate Payment and any Federal, state and local income tax and Excise Tax on the Additional Payment (and any interest and penalties thereon), but before deduction for any Federal, state or local income or employment tax withholding on such Aggregate Payment, shall be equal to that required to result in Executive receiving, after application the amount of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedAggregate Payment. (ii) Subject The determination of whether the Aggregate Payment will be subject to clause (i)the Excise Tax and, all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredif so, the amount of such Gross-Up Payment to be paid to the Executive and the assumptions time of payment pursuant to be used in arriving at such determinations, this Section 6(h) shall be made by an independent auditor (the “Auditor”) jointly selected by the Company and the Executive and paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm that is selected by which has not, during the Board (two years preceding the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to date of its selection, acted in any way on behalf of the Company. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as is requested by the Company or Executive (collectively, the “DETERMINATION”)Auditor. All fees and expenses of the Accounting Firm Auditor shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute PaymentCompany. (iii) As a result For purposes of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine determining the amount of the Underpayment Additional Payment, the Executive shall be deemed to pay: (A) Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Additional Payment is to be made, and (B) Any applicable state and local income taxes at the highest applicable marginal rate of taxation for the calendar year in which the Additional Payment is to be made, net of the maximum reduction in Federal incomes taxes which could be obtained from the deduction of such state or local taxes if paid in such year. (iv) In the event that has occurred and the Excise Tax is subsequently determined by the Auditor or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Additional Payment made, the Executive shall repay to the Company, at the time that the amount of such Underpayment (together with reduction in the Excise Tax is finally determined, the portion of such prior Additional Payment that would not have been paid if such Excise Tax had been applied in initially calculating such Additional Payment, plus interest on the amount or such repayment at the rate provided in Section 1274(b)(2)(B) of the Code) shall . Notwithstanding the foregoing, in the event any portion of the Additional Payment to be promptly paid by refunded to the Company has been paid to any Federal, state or for the benefit local tax authority, repayment thereof shall not be required until actual refund or credit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that such portion has been made to the Executive, and any interest payable to the Company shall not exceed interest received or credited to the Executive by such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or tax authority for the benefit period it held such portion. The Executive and the Company shall mutually agree upon the course of action to be pursued if the Company. Executive shall cooperate, to Executive’s good faith claim for refund or credit is denied. (v) In the extent his expenses are reimbursed event that the Excise Tax is later determined by the Company, with Auditor or pursuant to any reasonable requests by the Company in connection with any contest proceeding or disputes negotiations with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of exceed the amount taken into account hereunder at the time the Tax Reimbursement Payment is made (including, but not limited to, by reason of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing payment the existence or amount of a tax liability which cannot be determined at the time of the Additional Payment), the Company shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject make an additional payment in respect of such contest are remitted excess (plus any interest or penalty payable with respect to such excess) at the applicable taxing authority, or where as a result time that the amount of the audit or contest no taxes are remitted, the date on which the audit such excess is completed or there is a final and nonappealable settlement or other resolution of the contestfinally determined.

Additional Payments. If, for any taxable year, Executive -------------------- shall be liable for the payment of an excise tax under Section 4999 or other substitute or similar tax assessment (ithe "Excise Tax") Anything in this Agreement to of the contrary notwithstandingInternal Revenue Code of 1986, if it is determined that any paymentas amended (the "Code"), award, benefit or distribution (or any acceleration including the corresponding provisions of any paymentsucceeding law, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxany payments under this Section 12 or any payments and/or benefits under this Agreement or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, together with any such interest and penaltiesthen, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive the Executive, subject to Section 15 hereof by paying the withholding for the Executive, an additional payment amount (a “GROSSthe "Gross-UP PAYMENT”Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on such payments and benefits and any federal, state and local income tax and Excise Tax upon payments provided for in an amount this Section 12, shall be equal to that required the payments due to result in the Executive receiving, after application hereunder and the payments and/or benefits due to the Executive under any benefit plan of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Company. Each Gross-Up Payment is required, shall be made in good funds upon the amount later of (i) five (5) days after the date the Executive notifies the Company or the Company receives notice from the certified public accounting firm of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment and the assumptions to be used in arriving at such determinations, under this section shall be made computed by a nationally recognized certified public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely designated jointly by the Company and the Company shall enter into any agreement requested Executive. The cost of such services by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive accounting firm shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of paid by the uncertainty in Company. If the application of Section 4999 of Company and the Code at Executive are unable to designate jointly the time of accounting firm, then the Determination, it is possible that Gross-Up Payments which will not have been made firm shall be the accounting firm used by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, immediately prior to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company Change in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestControl.

Additional Payments. (ia) Anything Notwithstanding anything in this Agreement or any other agreement to the contrary notwithstandingcontrary, if in the event it is determined that any paymentpayments or distributions (including, awardwithout limitation, the vesting of an option or other non-cash benefit or distribution (property or any acceleration the forgiveness of any payment, award, benefit or distributionindebtedness) by the Company or any entity which effectuates a change in control affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other change in ownership) person to or for the benefit of Executive the Executive, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Company or any such affiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any successor provision, or any interest or penalties are incurred by Executive with respect to such the excise tax (such the excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company shall pay Executive will be entitled to Executive receive an additional payment from the Company (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to that required to result in Executive receiving, after application of the such taxes and any Excise Tax, a net amount that would have been received hereunder had ) imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the retains an amount of the Gross-Up Payment exceeds equal to the Excise Tax imposed upon the Payments. The amount necessary of the Gross-Up Payment will be calculated by the Company’s independent accounting firm, engaged immediately prior to reimburse the event that triggered the payment, in consultation with the Company’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Gross-Up Payment will be paid on the Executive’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Company will pay any additional amount to the Executive for his or the Executive will pay any excess amount to the Company, as the case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Company any information reasonably requested by the Company relating to the Excise Tax, the Accounting Firm shall determine Executive will take those actions as the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any Company reasonable requests by to contest the Excise Tax, cooperate in good faith with the Company to effectively contest the Excise Tax and permit the Company to participate in connection with any contest or disputes with the Internal Revenue Service in connection with proceedings contesting the Excise Tax. The Company will bear and pay directly all costs and expenses (including any interest or penalties on the Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any amount of an Excise Tax is not properly owed, the Executive will refund to the Company the related amount of the Gross-Up Payment. (b) Notwithstanding anything in this Section to the contrary, all Gross-Up Payments due under this Section shall in any event pay any Underpayment due be made prior to Executive no later than 15 days after the earlier end of (A) the Company’s receipt of Executive’s notice of taxable year following the amount of related taxes to be paid, or (B) Executive’s remittance of year in which the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it is shall be determined that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 11) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company Employee shall pay be entitled to Executive receive an additional payment (a “GROSS"Gross-UP PAYMENT”Up Payment") in an amount equal such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receivingsuch taxes), after application of the Excise Taxincluding, a net amount that would have been received hereunder had the without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a imposed upon the Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the Employee retains an amount of the Gross-Up Payment exceeds equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 11.1, if it shall be determined that the Employee is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount necessary (the "Reduced Amount") that could be paid to reimburse Executive for his the Employee such that the receipt of Payments would not give rise to any Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) then no Gross-Up Payment shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, made to the extent his expenses are reimbursed by Employee and the CompanyPayments, with any reasonable requests by in the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company aggregate, shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes reduced to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestReduced Amount.

Additional Payments. For each of Fiscal Years 2017, 2018 and 2019, the Limited Partner shall receive cash payments from one or more of the Partnership or the other Operating Group Entities in the aggregate amount of $2 million per Fiscal Year (“Additional Payments”). The aggregate Additional Payments with respect to each such Fiscal Year shall be paid by one or more of the Operating Group Entities quarterly in advance, with an aggregate amount of $500,000 to be paid by the Operating Group Entities to the Limited Partner on the first business day of each calendar quarter of such Fiscal Year; provided that the Additional Payment with respect to the first calendar quarter of Fiscal Year 2017 shall be made as soon as reasonably practicable but no later than the first business day of the calendar month following the date of this Agreement. Each quarterly Additional Payment shall reduce the excess (if any) of (i) Anything the aggregate cash distributions in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration respect of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit such quarter of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount Fiscal Year that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not otherwise have been made by the Company should have been made Operating Group Entities to the Limited Partner and his Related Trusts in respect of all of their Common Units in the Operating Group Entities (each, a “UNDERPAYMENTQuarterly Distribution”) or Grossother interests in the Operating Group Entities (such distributions, including Quarterly Distributions, “Partnership Distributions”) over (ii) the Limited Partner’s Presumed Tax Liability (as calculated for purposes of this Agreement based on the Aggregate Presumed Tax Rate (as defined herein) rather than the Presumed Tax Rate) with respect to such quarter for all Operating Group Entities (such excess, the “After-Up Tax Distribution Amount”). Any Additional Payment not applied to reduce an After-Tax Distribution Amount shall be applied to reduce the next quarter’s After-Tax Distribution Amount and each subsequent quarter’s After-Tax Distribution Amount until the full aggregate amount of all prior Additional Payments will have been applied to reduce After-Tax Distribution Amounts; provided, that (i) the quarterly Additional Payments made during one Fiscal Year may only be applied to reduce After-Tax Distribution Amounts with respect to the same Fiscal Year and (ii) to the extent the aggregate Additional Payments plus After-Tax Distribution Amounts with respect to a Fiscal Year equal at least $2 million, no further Additional Payments shall be made by with respect to such Fiscal Year. For U.S. federal, state and local income tax purposes, Additional Payments shall be treated as advances of the Company which should not have been made applicable Quarterly Distributions. To the extent the aggregate amount of all Additional Payments for a Fiscal Year exceed applicable Partnership Distributions for such Fiscal Year (“OVERPAYMENT”excluding any Partnership Distributions with respect to prior Fiscal Years), consistent such excess shall be treated as a distributive share of profits with respect to the calculations required Limited Partner’s Class C Non-Equity Interests of the relevant Operating Group Entity. To the extent that, following the end of any Fiscal Year, the General Partner determines that any After-Tax Distribution Amounts should be recalculated based on the actual taxable income allocated to the Limited Partner, the Partnership or one of the other Operating Group Entities will make a payment to the Limited Partner as an adjustment to the relevant prior Additional Payment(s) or Partnership Distributions for such Fiscal Year, or the Operating Group Entities shall reduce subsequent distributions or payments to the Limited Partner as provided above, as applicable, to effect the recalculation (and such adjustment shall be ignored for purposes of this Section 5(a) for the Fiscal Year for which the adjustment is made). If the Limited Partner is subject to a Withdrawal due to Resignation prior to December 31, 2019, the After-Tax Distribution Amount of Partnership Distributions to be made hereunder. If Executive thereafter is required to make payment the Limited Partner and his Related Trusts following the date of any Excise Tax or additional Excise Tax, such Withdrawal shall be reduced by an aggregate amount equal to the Accounting Firm shall determine the amount sum of all of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been Additional Payments made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due Limited Partner prior to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestdate.

Additional Payments. (a) Subject to Sections 10 D and 10 E, in the event that the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason during the term of this Agreement other than during the Change in Control Period (as defined below), (A) the Company shall (i) Anything in this Agreement pay to the contrary notwithstandingExecutive an amount equal to twelve (12) months of his then current Base Salary under Section 4 A above (less applicable withholdings and authorized deductions), to be paid in equal installments bimonthly in accordance with the Company’s customary payroll practices, and (ii) if it is determined the Executive then participates in the Company’s medical and/or dental plans and the Executive timely elects to continue and maintain group health plan coverage pursuant to COBRA, reimburse the Executive for the cost of health insurance under COBRA for the Executive and Executive’s dependents for a period of twelve (12) months; provided, however, that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by if and to the extent that the Company may not provide such COBRA reimbursement without incurring tax penalties or violating any entity which effectuates requirement of the law, the Company shall use its commercially reasonable best efforts to provide substantially similar assistance in an alternative manner, provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA reimbursement been provided in the manner described above or cause a change in control violation of Section 409A (or other change in ownershipas defined below), and (B) if the Executive is entitled to or a Bonus for the benefit year of Executive would be subject to the excise tax imposed by Section 4999 termination based on achievement of the Code pre-determined performance goals (“EXCESS PARACHUTE PAYMENTS”and ignoring any continuation of employment requirements), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) such Bonus on the same basis as other participants in an the plan except that the Bonus amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by prorated (based on the Board (percentage of days the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both Executive was employed relative to the Company and Executive within 15 business total number of days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”bonus earning period), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. Notwithstanding the foregoing provisions of this Section 3, in the event that the Executive is a “specified employee” within the meaning of Section 409A of the Code (as determined in accordance with the methodology established by the Company as in effect on the Date of Termination) (a “Specified Employee”), the severance payment and, to the extent (i) Anything the Executive is not a Covered Employee for the fiscal year of the Company in which the Date of Termination occurs and (ii) such termination occurs during the 162(m) Reliance Period, the pro-rata incentive payment shall instead be paid to the Executive, with interest on any delayed payment at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code (“Interest”) on the first business day after the date that is six months following the Executive’s “separation from service” within the meaning of Section 409A of the Code (the “Delayed Payment Date”). Notwithstanding the foregoing provisions of this Section 3 or anything in this Agreement to the contrary notwithstandingcontrary, if it is determined the Medical Benefits that any paymentare not non-taxable medical benefits, award, benefit “disability pay” or distribution (or any acceleration “death benefit” plans within the meaning of any payment, award, benefit or distributionTreasury Regulation Section 1.409A-1(a)(5) by the Company or any entity which effectuates shall be provided and administered in a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by manner that complies with Treasury Regulation Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”1.409A-3(i)(1)(iv), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to which requires that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, ) the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, benefits provided during one taxable year shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine affect the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate benefits provided in any other taxable year, except that to the extent such benefits consist of the reimbursement of expenses referred to in Section 1274(b)(2)(B105(b) of the Code) shall , a maximum, if provided under the terms of the plan providing such Medical Benefit, may be promptly paid by the Company to or for the benefit of Executive. If imposed on the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount such reimbursements over some or all of the Overpayment that has been made and any period in which such Overpayment benefit is to be provided to the Executive, as described in Treasury Regulation Section 1.409A-3(i)(iv)(B), (together with interest at the rate provided in Section 1274(b)(2ii) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by that any such benefits consist of reimbursement of eligible expenses, such reimbursement must be made on or before the Company, with any reasonable requests by last day of the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of taxable year following the amount of related taxes to taxable year in which the expense was incurred and (iii) no such benefit may be paid, liquidated or exchanged for another benefit (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remittedtreatment, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest(“409A Medical Benefits Treatment”).

Additional Payments. (a) For each of Fiscal Years 2017, 2018 and 2019, the Limited Partner shall receive cash payments from one or more of the Partnership or the other Operating Group Entities in the aggregate amount of $4 million per Fiscal Year ("Additional Payments"). The aggregate Additional Payments with respect to each such Fiscal Year shall be paid by one or more of the Operating Group Entities quarterly in advance, with an aggregate amount of $1 million to be paid by the Operating Group Entities to the Limited Partner on the first business day of each calendar quarter of such Fiscal Year; provided that the Additional Payment with respect to the first calendar quarter of Fiscal Year 2017 shall be made as soon as reasonably practicable but no later than the first business day of the calendar month following the date of this Agreement. Each quarterly Additional Payment shall reduce the excess (if any) of (i) Anything the aggregate cash distributions in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration respect of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit such quarter of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount Fiscal Year that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not otherwise have been made by the Company should Operating Group Entities to the Limited Partner and his Related Trusts in respect of all of their Common Units in the Operating Group Entities (each, a "Quarterly Distribution") or other interests in the Operating Group Entities (other than Tax Liability Payments (as defined below)) (such distributions, including Quarterly Distributions, "Partnership Distributions") over (ii) the Limited Partner's Presumed Tax Liability (as calculated for purposes of this Agreement based on the Aggregate Presumed Tax Rate rather than the Presumed Tax Rate) with respect to such quarter for all Operating Group Entities (such excess, the "After-Tax Distribution Amount"). Any Additional Payment not applied to reduce an After-Tax Distribution Amount shall be applied to reduce the next quarter's After-Tax Distribution Amount and each subsequent quarter's After-Tax Distribution Amount until the full aggregate amount of all prior Additional Payments have been applied to reduce After-Tax Distribution Amounts; provided, that (i) the quarterly Additional Payments made during one Fiscal Year may only be applied to reduce After-Tax Distribution Amounts with respect to the same Fiscal Year and (“UNDERPAYMENT”ii) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Companyaggregate Additional Payments plus After-Tax Distribution Amounts with respect to a Fiscal Year equal at least $4 million, no further Additional Payments shall be made with respect to such Fiscal Year. For U.S. federal, state and local income tax purposes, Additional Payments shall be treated as advances of the applicable Quarterly Distributions. To the extent the aggregate amount of all Additional Payments for a Fiscal Year exceed applicable Partnership Distributions for such Fiscal Year (excluding any reasonable requests by Partnership Distributions with respect to prior Fiscal Years), such excess shall be treated as a distributive share of profits with respect to the Company in connection Limited Partner's Class C Non-Equity Interests of the relevant Operating Group Entity. To the extent that, following the end of any Fiscal Year, the General Partner determines that any After-Tax Distribution Amounts should be recalculated based on the actual taxable income allocated to the Limited Partner, the Partnership or one of the other Operating Group Entities will make a payment to the Limited Partner as an adjustment to the relevant prior Additional Payment(s) or Partnership Distributions for such Fiscal Year, or the Operating Group Entities shall reduce subsequent distributions or payments to the Limited Partner as provided above, as applicable, to effect the recalculation (and such adjustment shall be ignored for purposes of this Section 5(a) for the Fiscal Year for which the adjustment is made). (b) In respect of each Fiscal Year (each, an "Applicable Year") during the period commencing with any contest or disputes calendar year 2017 and ending with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (Ai) the Company’s receipt of Executive’s notice last day of the amount calendar year during which 60% of related taxes the Incentive P Units in each Operating Group Entity become exchangeable in accordance with Section 10 below and (ii) the last day of calendar year 2022, if (x) the Presumed Tax Liability (as calculated for purposes of this Agreement based on the Aggregate Presumed Tax Rate rather than the Presumed Tax Rate) associated with cumulative allocations of income made by all Operating Group Entities to the Limited Partner in respect of all of the Common Units in the Operating Group Entities held by him and his Related Trusts (excluding any tax liability associated with any Additional Payments) during the period commencing with January 1, 2017, and ending on the last day of the relevant Applicable Year (the "Measurement Period"), based on the Aggregate Presumed Tax Rate applicable to each Fiscal Year, exceeds (y) the aggregate Partnership Distributions (excluding advances of Additional Payments but including Tax Liability Payments for prior Fiscal Years net of the Presumed Tax Liability associated with such Tax Liability Payments) made to the Limited Partner and his Related Trusts in respect of the Measurement Period (any such excess, the "Tax Liability Shortfall"), the Operating Group Entities shall make an aggregate payment to the Limited Partner equal to the Tax Liability Shortfall divided by one minus the Aggregate Presumed Tax Rate (a "Tax Liability Payment"). The Tax Liability Payment with respect to each Applicable Year shall be paid to the Limited Partner by the Operating Group Entities no later than ten days prior to April 15 of the year after the relevant Applicable Year. The portion of the Tax Liability Payment made by the Partnership shall be treated as a distributive share of profits with respect to the Limited Partner's Class C Non-Equity Interests in the Partnership. (c) If the Limited Partner is subject to a Withdrawal due to Resignation prior to December 31, 2019, the After-Tax Distribution Amount of Partnership Distributions to be paid, or (B) Executive’s remittance made to the Limited Partner and his Related Trusts following the date of such Withdrawal shall be reduced by an aggregate amount equal to the sum of all of the related taxes Additional Payments and Tax Liability Payments made to the Limited Partner prior to such date. (d) For purpose of this Section 5, (i) the Aggregate Presumed Tax Rate shall be determined based on the tax rates in effect with respect to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due year to a tax audit or litigation addressing which the existence or amount of a relevant tax liability shall be paid no later than 15 days pertains and (ii) distributions or payments "in respect of" a Fiscal Year may include distributions or payments that occur after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject end of such contest are remitted to Fiscal Year (as in the applicable taxing authority, or where as a result case of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution fourth quarter of the contestFiscal Year).

Additional Payments. (i) Anything Notwithstanding any other provisions of this Agreement, whether or not there occurs a Termination of Employment, in this Agreement to the contrary notwithstanding, if event it is shall be determined that any paymentpayment or benefit received or to be received by the Executive in connection with a Change of Control of the Company or the termination of the Executive's employment, award, benefit or distribution (whether pursuant to the terms of this Agreement or any acceleration other plan, arrangement or agreement with the Company, any entity whose actions result in a Change of any payment, award, benefit or distribution) by Control of the Company or any entity which effectuates affiliated with the Company or such entity (any such payment or benefit being hereinafter called a change in control (or other change in ownership) to or for the benefit of Executive "Payment," and all such payments and benefits being hereinafter called "Total Payments"), would be subject (in whole or part) to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (“EXCESS PARACHUTE PAYMENTS”the "Code"), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income tax, FICA and Excise Tax upon the payment (a “GROSS-UP PAYMENT”) in an amount provided for by this Section 3, shall be equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Total Payments. Subject to clause (i)the provisions of this Section 3, all determinations required to be made under this SectionSection 3, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a public nationally recognized accounting firm that is selected by the Board Executive that is not then serving as accountant or auditor for the individual, entity or group effecting the Change of Control of the Company (the “ACCOUNTING FIRM”) "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company and Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company shall enter into to the Executive within 10 days of the receipt of the Accounting Firm's determination. Subject to the following provisions of this Section 3, any agreement requested determination by the Accounting Firm shall be binding upon the Company and the Executive. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in connection with Excise Tax is finally determined, the performance portion of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect attributable to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. reduction (iii) As a result plus that portion of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by Payment attributable to the Company should have been made (“UNDERPAYMENT”) or Excise Tax, FICA and federal, state and local income tax imposed on the Gross-Up Payments will be made Payment being repaid by the Company which should not have been made (“OVERPAYMENT”), consistent with Executive to the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional extent that such repayment results in a reduction in Excise Tax, the Accounting Firm shall determine FICA and/or a federal, state or local income tax deduction) plus interest on the amount of the Underpayment that has occurred and any such Underpayment (together with interest repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax under this Section 3, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing shall be promptly paid taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of the Auditor (or tax counsel selected by the Company Auditor) does not constitute a "parachute payment" within the meaning of Section 280G(b) (2) of the Code (including by reason of Section 280G(b) (4) (A) of the Code), and in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b) (4) (B) of the Code, in excess of the "base amount" (as defined in Section 280G(b) (3) of the Code) allocable to such reasonable compensation, and (iii) the value of any noncash benefit or for any deferred payment or benefit included in the benefit Total Payments shall be determined by the Auditor in accordance with the principles of ExecutiveSections 280G(d) (3) and (4) of the Code. If For purposes of determining the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise TaxPayment, the Accounting Firm Executive shall determine be deemed to pay federal income taxes at the amount highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Overpayment that has been made and any such Overpayment (together with interest at Executive's residence on the rate provided in Section 1274(b)(2) date of payment of the Code) shall be promptly paid by Executive Gross-Up Payment to or for the benefit Executive, net of the Companymaximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. The Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by and the Company shall each reasonably cooperate with the other in connection with any contest administrative or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing judicial proceedings concerning the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted for Excise Tax with respect to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestTotal Payments.

Additional Payments. On each of the first (i1st), second (2nd) Anything and third (3rd) anniversary of the Merger Closing Date, Brookfield (on behalf of itself and on behalf of Oaktree LLC and Oaktree AIF) shall pay to OCGH as administrative agent on behalf of the limited partners of OCGH set forth in the books and records thereof (for the avoidance of doubt, regardless of whether they are a limited partner as of any applicable payment date) a cash payment of $66,000,000 in the aggregate (each such payment, an “Additional Payment”), which shall be allocated among such limited partners based on their percentage interests in such Additional Payment as determined by OCGH in its sole discretion; provided, that notwithstanding anything to the contrary in this Agreement, OCGH shall be permitted to offset any Additional Payment received on behalf of a Limited Partner by any Tax indemnity payments paid or payable by OCGH pursuant to the limited partnership agreement (or other organizational document) of an OpCo that are attributable to such Limited Partner to the extent such Tax indemnity payments did not reduce distributions to OCGH attributable to such Limited Partner or any other liabilities of OCGH that OCGH determines are attributable to such Limited Partner; provided, further, that nothing in this Agreement shall expand any obligations of OCGH to indemnify for Taxes pursuant to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control limited partnership agreement (or other change in ownershiporganizational document) to or of an OpCo. The parties agree that (x) a portion of each Additional Payment will be treated for U.S. federal (and applicable state and local) income Tax purposes as consideration for the benefit exchange of Executive would OCGH Units on the Merger Closing Date and (y) a portion of each Additional Payment will be subject treated for U.S. federal (and applicable state and local) income Tax purposes as consideration for the future Exchanges following the Merger Closing Date (and any portion attributable to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, future Exchange shall be made by a public accounting firm that is selected by the Board treated as an open transaction for U.S. federal (the “ACCOUNTING FIRM”and applicable state and local) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or income Tax purposes until such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”future Exchange occurs). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Additional Payments will be made by allocated between exchanges of OCGH Units on the Company which should Merger Closing Date and Exchanges after the Merger Closing Date in accordance with the methodology set forth in Exhibit I, whether or not have been made (“OVERPAYMENT”)future Exchanges occur in accordance with the timing assumptions reflected on Exhibit I. Prior to the first anniversary of the Merger Closing Date, OCGH may make one update to such allocation in a manner consistent with such methodology to take into account any updated information regarding the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount built-in gain of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) limited partners as of the Code) shall be promptly paid by the Company Merger Closing Date and will deliver an updated allocation schedule to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestBrookfield.

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstandingIf all, if it is determined that any payment, award, benefit or distribution (or any acceleration portion, of the payments or other benefits provided under any paymentsection of this Agreement, award, benefit either alone or distribution) by together with other payments and benefits that you receive or are entitled to receive from the Company or any entity which effectuates a change in control its affiliates, (whether or not under an existing plan, arrangement or other change agreement) (collectively the Payments) would constitute an excess parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the Code) and would result in ownership) to or for the benefit imposition on you of Executive would be subject to the an excise tax imposed by under Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penaltiespenalties related thereto, are hereinafter collectively referred to as the “EXCISE TAX”)Excise Tax) then, then the Company shall pay in addition to Executive any other benefits to which you are entitled under this Agreement, you will be entitled to receive an additional payment (a “GROSSGross-UP PAYMENT”Up Payment) in cash, in an amount equal to such that required to result in Executive receivingafter you pay all taxes including, after application of the without limitation, (i) any income taxes (and any interest and penalties imposed with respect thereto) and (ii) any Excise Tax, a net imposed upon the Gross-Up Payment, you will retain an amount that would have been received hereunder had of the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredequal to the Excise Tax imposed upon the Payments. Unless you and the Company otherwise agree in writing, any determination required under this Section 4, including without limitation, the amount of such payments under this Article 6 (the Parachute Gross-Up Payment up) shall be computed and made in writing by the Employer’s then independent public accountants (the Accountants), whose determination shall be, subject to the Employee’s reasonable approval of the calculations required under this Article 6, conclusive and binding upon the Employee and the assumptions to be used in arriving at such determinationsEmployer for all purposes. For purposes of making the calculations required by this Section 4, shall be made by a public accounting firm that is selected by the Board (Accountants may rely on reasonable, good faith interpretations concerning the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company application of Section 280G and Executive within 15 business days 4999 of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Code. All fees and expenses of the Accounting Firm shall be borne solely by the Company You and the Company shall enter into any agreement requested by furnish to the Accounting Firm Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 4. The Company shall bear all costs the Accountants may reasonably incur in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentcalculations contemplated by this Section 4. (iiib) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determinationinitial determination by the Accountants hereunder, it is possible that (i) Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”an Underpayment), consistent with the calculations required to be made hereunderhereunder or that (ii) Gross-Up Payments that have been made will be determined to have been in excess of the Gross-Up Payments actually required (an Overpayment). If Executive thereafter is In the event that you are required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm Accountants shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for your benefit. In the benefit event that it is finally determined that an Overpayment has occurred, you will promptly, and in any event within 30 days of Executive. If such determination, refund the amount of the Overpayment, plus any interest actually paid to you with respect to the Overpayment, to the Company. The Company shall have the right with respect to the determination of either an Underpayment or an Overpayment to you to appeal the assertion of any Underpayment or to claim, and sxx for, a refund of any Excise Tax paid by you upon any Payment or Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise TaxPayment, the Accounting Firm shall determine the amount of the Overpayment provided that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company shall promptly reimburse you for all expenses, including counsel and accounting fees, incurred in connection with any contest or disputes such proceeding. Alternatively, the Company may undertake any such proceeding, and you shall cooperate with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestproceeding.

Additional Payments. (ia) Anything If the Merger Agreement is terminated in this circumstances under which Parent is or may become entitled to a payment under Section 8.2(b) of the Merger Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by and either the Company or any entity which effectuates of its Subsidiaries has entered into or enters into a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive definitive agreement with respect to any Company Takeover Proposal or the transactions contemplated by any Company Takeover Proposal are consummated within 12 months of such excise tax termination, then subject to consummation of such Company Takeover Proposal (or another Company Takeover Proposal consummated in lieu of such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”Company Takeover Proposal), then the Company Stockholders shall jointly and severally pay to Executive Parent an additional amount in cash equal to 50% of the Excess Profit (as defined below), if any, of the Stockholders from such consummated Company Takeover Proposal. Any payment (a “GROSS-UP PAYMENT”of Excess Profit under this Section 4(a) shall be paid within two Business Days after consummation of the applicable Company Takeover Proposal by wire transfer of same day funds to an account designated by Parent to the extent the Stockholder receives cash in an amount equal to that required or greater than the Excess Profit from the consummation of such Company Takeover Proposal. To the extent the Stockholder does not receive cash in an amount equal to result in Executive receivingor greater than the Excess Profit from the consummation of such Company Takeover Proposal, the Excess Profit paid under this Section 4(a) shall be paid within five Business Days after application consummation of such Company Takeover Proposal by wire transfer of same day funds to an account designated by Parent or within two Business Days of the Excise Taxdetermination of Fair Market Value pursuant to Section 4(c) below, if later. (b) For purposes of this Section 4, the “Excess Profit” of any Stockholder from any Company Takeover Proposal (including as a net amount that would have been result of any amendment to the Merger Agreement) shall equal, if positive, the product of (i)(A) the aggregate consideration received hereunder had by such Stockholder pursuant to such Company Takeover Proposal, valuing any non-cash consideration (including any residual interest in the Excise Tax not appliedCompany or its Subsidiaries retained immediately following consummation of such Company Takeover Proposal) at its Fair Market Value (as defined below) on the date of such consummation, minus (B) $24.00, and (ii) the number of Subject Shares set forth opposite such Stockholder's name on Schedule A hereto plus the number of New Shares. (c) For purposes of this Section 4, the Fair Market Value of any non-cash consideration consisting of: (i) securities listed or quoted on a national or international securities exchange or quotation system shall be equal to the average closing price per share of such security as reported on such exchange for the five trading days prior to the date of determination; and (ii) Subject to consideration which is other than securities of the form specified in clause (i), all determinations required to ) above shall be made under this Section, including whether and when determined by a Gross-Up Payment is required, nationally recognized independent investment banking firm mutually agreed upon by the amount parties within five Business Days of the event requiring selection of such Gross-Up Payment and banking firm; provided, however, that if the assumptions parties are unable to be used in arriving at agree within five Business Days after the date of such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both event as to the Company investment banking firm, then the parties shall each select one firm, and Executive those firms shall within 15 business days of five Business Days select a third investment banking firm, which third firm shall make such determination, provided further, that the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All reasonable and customary fees and expenses of the Accounting Firm all such investment banking firms shall be borne solely equally by Parent, on the one hand, and the Stockholders, on the other hand. The determination of the Fair Market Value of any non-cash consideration by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive investment banking firm shall be made no later than 30 days following such Excess Parachute Paymentbinding upon the parties. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstanding, if If it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by a nationally recognized United States public accounting firm selected by the Company and approved in writing by Executive (the “Auditors”) that any payment or any entity which effectuates benefit made or provided to Executive in connection with this Agreement or otherwise (collectively, a change in control (or other change in ownership) to or for the benefit of Executive “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code (the “EXCESS PARACHUTE PAYMENTSParachute Tax”), or any interest or penalties are incurred by Executive then Company shall pay to the Executive, prior to the time the Parachute Tax is payable with respect to such excise tax (such excise taxPayment, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal to that required to result in Executive receivingsuch that, after application payment by Executive of all taxes (including any Parachute Tax) imposed upon the Gross-Up Payment, Executive retains an amount of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, equal to the Parachute Tax imposed upon the Payment. The amount of such any Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be determined by the Auditors, subject to adjustment, as necessary, as a result of any Internal Revenue Service position. For purposes of making the calculations required by this Agreement, the Auditors may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the Auditors’ determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). (b) The federal tax returns filed by Executive (and any filing made by a public accounting firm that is selected consolidated tax group which includes the Company) shall be prepared and filed on a basis consistent with the determination of the Auditors with respect to the Parachute Tax payable by Executive. Executive shall make proper payment of the Board (amount of any Parachute Tax, and at the “ACCOUNTING FIRM”) which shall request of the Company, provide detailed supporting calculations both to the Company true and Executive within 15 business days correct copies (with any amendments) of his federal income tax return as filed with the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or Internal Revenue Service and such earlier time as is other documents reasonably requested by the Company or evidencing such payment. If, after the Company’s payment to Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall Auditors determine the amount of the Underpayment in good faith that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds should be reduced or increased, or such determination is made by the amount necessary Internal Revenue Service, then within ten business days of such determination, Executive shall pay to reimburse Executive for his Excise Tax, the Accounting Firm shall determine Company the amount of the Overpayment that has been made and any such Overpayment reduction, or the Company shall pay to Executive the amount of any such increase; provided, however, that in no event shall the Executive have any such refund obligation if it is determined by the Company (together with interest at its counsel) that to do so would violate the rate provided in Section 1274(b)(2) Sxxxxxxx-Xxxxx Act of 2002, as it may be amended from time to time; and provided, further, that if Executive has prior thereto paid such amounts to the Code) Internal Revenue Service, such refund shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, due only to the extent his that a refund of such amount is received by Executive. (c) The fees and expenses are reimbursed by of the Company, with Auditors (and any reasonable requests by the Company other legal and accounting fees) incurred for services rendered in connection with the Auditors’ determination of the Parachute Tax or any contest or disputes with challenge by the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due or other taxing authority relating to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability such determination shall be paid no later than 15 days after by the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestCompany.

Additional Payments. Subject to Sections 11.3 and 11.4, in the event that the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason during the Initial Term, (A) the Company shall (i) Anything in this Agreement pay to the contrary notwithstandingExecutive an amount equal to twelve months of his then current Base Salary under Section 4.1 above (less applicable withholdings and authorized deductions), to be paid in equal installments bimonthly in accordance with the Company’s customary payroll practices, commencing sixty (60) days following the date of termination of employment and (ii) if it is determined the Executive then participates in the Company’s medical and/or dental plans and the Executive timely elects to continue and maintain group health plan coverage pursuant to COBRA, reimburse the Executive for the cost of health insurance under COBRA for a period of twelve months; provided, however, that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by if and to the extent that the Company may not provide such COBRA reimbursement without incurring tax penalties or violating any entity which effectuates requirement of the law, the Company shall use its commercially reasonable best efforts to provide substantially similar assistance in an alternative manner, provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA reimbursement been provided in the manner described above or cause a change in control violation of Section 409A (or other change in ownershipas defined below), and (B) if the Executive is entitled to or for the benefit of Executive would be a Bonus, subject to the excise tax imposed by Board’s discretion and approval as set forth in Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)4.2 above, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) such Bonus in an amount equal to that required to result in Executive receiving, after application accordance with the terms of the Excise Tax, a net applicable plan and on the same basis as other participants in the plan except that the Bonus amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by prorated (based on the Board (percentage of days the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both Executive was employed relative to the Company and Executive within 15 business total number of days of in the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”bonus earning period). All fees and expenses of Notwithstanding anything to the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperatecontrary contained herein, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with immediately terminates the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice employment in lieu of the amount of related taxes 30 day notice period referenced in Section 10.5 above, such 30 day notice period shall be deemed to be paid, or included in the period of payments and benefits provided for in this Section 11.2 (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability and no additional compensation shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of provided for such a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestnotice period).

Additional Payments. (ia) Anything Notwithstanding anything in this Agreement or any other agreement to the contrary notwithstandingcontrary, if in the event it is determined that any paymentpayments or distributions (including, awardwithout limitation, the vesting of an option or other non-cash benefit or distribution (property or any acceleration the forgiveness of any payment, award, benefit or distributionindebtedness) by the Company Corporation or any entity which effectuates a change in control affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other change in ownership) person to or for the benefit of Executive the Executive, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Corporation or any such affiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any successor provision, or any interest or penalties are incurred by Executive with respect to such the excise tax (such the excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company shall pay Executive will be entitled to Executive receive an additional payment from the Corporation (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to that required to result in Executive receiving, after application of the such taxes and any Excise Tax, a net amount that would have been received hereunder had ) imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the retains an amount of the Gross-Up Payment exceeds equal to the Excise Tax imposed upon the Payments. The amount necessary of the Gross-Up Payment will be calculated by the Corporation’s independent accounting firm, engaged immediately prior to reimburse the event that triggered the payment, in consultation with the Corporation’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Gross-Up Payment will be paid on the Executive’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Corporation will pay any additional amount to the Executive for his or the Executive will pay any excess amount to the Corporation, as the case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Corporation any information reasonably requested by the Corporation relating to the Excise Tax, the Accounting Firm shall determine Executive will take those actions as the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any Corporation reasonable requests by to contest the Company Excise Tax, cooperate in connection with any contest or disputes good faith with the Internal Revenue Service Corporation to effectively contest the Excise Tax and permit the Corporation to participate in connection with any proceedings contesting the Excise Tax. The Company Corporation will bear and pay directly all costs and expenses (including any interest or penalties on the Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any amount of an Excise Tax is not properly owed, the Executive will refund to the Corporation the related amount of the Gross-Up Payment. (b) If any Gross-Up Payment required pursuant to this Section 8 is determined by the Board of Directors (or its delegate) to be subject to Section 409A of the Code, such payment shall in any event pay any Underpayment be made as follows: (i) if such Gross-Up Payment is made due to Executive a Change in Control (i.e., such payment or provision is made without taking into account Executive’s termination), then the Corporation shall pay such Gross-Up Payment on the date of the Change in Control or, if later, as soon as administratively practicable following the accounting firm’s determination described in Section 8(a) (ii) if such Gross-Up Payment is made on or after, and due to, Executive’s termination, then the Corporation shall pay such Gross-Up Payment incurred during the Six-Month Delay Period in a lump sum on the Termination Payment Commencement Date, and for each calendar month thereafter in which such a Gross-Up Payment becomes due in monthly installments on the last business day of the calendar month following the month such payment becomes due; and (iii) if such Gross-Up Payment is due to a subsequent IRS claim that an additional Excise Tax is owed or due under Section 8(b), then the Corporation shall pay such Gross-Up Payment no later than 15 days after March 15th of the earlier calendar year following the calendar year in which the alleged obligation of (A) the CompanyExecutive, as reflected by Executive’s receipt of Executive’s notice of a claim by the amount of related taxes IRS, is received by Executive or it is finally determined that a taxable gain on the Shares described in Section 8(b) is subject to be paid, tax at ordinary income tax rates; and notwithstanding Sections 8(b)(i) or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required ii), if a Gross-Up Payment due under this SECTION 3.2(c) of expenses incurred by Executive Section 8 is paid due to a tax audit Change in Control or litigation addressing on or after, and due to, the existence Executive’s termination, such payment will be considered a distribution payable on the date of the Change in Control or amount the Executive’s date of a tax liability Termination, respectively, as permitted under Section 409A and proposed Treasury Regulation § 1.409-3(d) (because such payment was not administratively practicable due to events beyond the control of the Executive) and, as such, shall be paid made as soon as administratively practicable (but in no event shall it be made later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result end of the audit or contest no taxes are remitted, the date on first calendar year in which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestpayment becomes administratively practicable).

Additional Payments. (i) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it is determined (as hereafter provided) that any paymentright or interest that vests in the Executive, award, benefit or any payment or distribution (or any acceleration of any payment, award, benefit or distribution) made by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (any such right, interest, payment or distribution, a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or any successor provision thereto), by reason of being considered an “excess parachute payment,” within the meaning of Section 280G of the Code (“EXCESS PARACHUTE PAYMENTS”)or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company shall pay Executive will be entitled to Executive receive an additional payment or payments from the Company (collectively, a “GROSSGross-UP PAYMENTUp Payment”) ). The Gross-Up Payment will be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive will have received an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the Payment. (ii) Subject to clause (ithe provisions of Section 8(e)(vi), all determinations required to be made under this SectionSection 8(e), including whether an Excise Tax is payable by the Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required, required to be paid by the Company to the Executive and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationsPayment, shall if any, will be made by a public nationally recognized accounting firm that is (the “Accounting Firm”) selected by the Board (mutual written agreement of the “ACCOUNTING FIRM”) which shall provide Executive and the Company. The parties hereto will direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within 15 business 30 calendar days of after the receipt of notice from the Company Executive’s termination date, and any such other time or Executive that there has been a Excess Parachute Payment, or such earlier time times as is may be requested by the Company or Executive (collectively, the “DETERMINATION”)Executive. All fees and expenses of If the Accounting Firm shall be borne solely determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-Up Payment to the Executive within five business days after receipt of such determination and calculations with respect to any payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish the Company and the Company shall enter into Executive an opinion that the Executive has substantial authority not to report any agreement requested by Excise Tax on the Accounting Firm in connection with the performance of the services hereunderExecutive’s federal, state or local income or other tax return. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the DeterminationAccounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (an “UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENTUnderpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 8(e)(vi) and the Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the parties will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Company to to, or for the benefit of, the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation of and issuance of the determinations and calculations contemplated by Section 8(e)(ii). If Any determination by the Accounting Firm as to the amount of the Gross-Up Payment exceeds will be binding upon the amount necessary to reimburse Company and the Executive. (iv) The federal, state and local income or other tax returns filed by the Executive for his Excise Tax, will be prepared and filed on a consistent basis with the determination of the Accounting Firm shall determine with respect to the Excise Tax payable by the Executive. The Executive will make proper payment of the amount of the Overpayment that has been made and any such Overpayment (together with interest Excise Payment and, at the rate provided in Section 1274(b)(2request of the Company, provide to the Company true and correct copies (with any amendments) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes Executive’s federal tax return as filed with the Internal Revenue Service in connection and corresponding state and local tax returns, if relevant, as filed with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result and such other documents reasonably requested by the Company evidencing such payment. If, prior to the filing of the audit Executive’s federal income tax return, or contest corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive’s payment thereof. (vi) The Executive will notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as promptly as practicable but no taxes are remittedlater than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration of the 30-calendar day period following the date on which the audit Executive gives such notice to the Company and (y) the date that any payment of amount with respect to such claim is completed 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 will: (A) provide the Company with any written records or there is documents in the Executive’s possession relating to such claim reasonably requested by the Company; (B) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company; (C) cooperate with the Company in good faith in order effectively to contest such claim; and (D) permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a final result of such representation and nonappealable settlement payment of costs and expenses. Without limiting the foregoing provisions of this Section 8(e), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 8(e)(vi) 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 (provided, however, that the Executive may participate therein at the Executive’s own cost and expense) and may, at its 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 will 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 may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and xxx for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other resolution tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company’s control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will 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. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(e)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company’s complying with the requirements of Section 8(e)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company’s satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(e)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(e). (viii) Notwithstanding any other provision of this Agreement, the Company shall pay to the Executive an amount equal to the Base Salary upon the occurrence of: (x) the Expiration Date; and (y) any failure for any reason of the Expiration Date to be automatically extended by one additional year as prescribed by Section 3 of this Agreement.

Additional Payments. (i1) Anything in this Agreement to the contrary notwithstanding, if in the event it is shall be determined (as hereafter provided) that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of Executive this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or similar right (a "PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (“EXCESS PARACHUTE PAYMENTS”or any successor provision thereto), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the “"EXCISE TAX”"), then the Company Executive shall pay be entitled to Executive receive an additional payment or payments (a “"GROSS-UP PAYMENT”") in an amount equal to that required to result in Executive receivingsuch that, after application payment by the Executive of the all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, a net imposed upon the Gross-Up Payment, the Executive retains an amount that would have been received hereunder had of the Gross-Up Payment equal to the lesser of (A) the Excise Tax not appliedimposed upon the Payments or (B) the Excise Tax that would be imposed upon all payments or benefits provided under this Agreement (including any stock option agreement) if such payments or benefits (but only such payments or benefits) constituted in their entirety "excess parachute payments" as such term is defined in section 280G and 4999 of the Internal Revenue Code of 1986 (or any successor provisions thereto). (ii2) Subject to clause (ithe provisions of Section 11(b)(5), all determinations required to be made under this SectionSection 11(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and when the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "FIRM") selected by the Executive in the Executive's sole discretion. The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the amount of such Company shall pay the Executive the required Gross-Up Payment within ten business days after receipt of such determination and calculations. If the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm Firm determines that no Excise Tax is selected payable by the Board (Executive, it shall, at the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Company and Executive within 15 business days amount of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) binding upon the Executive and the Company. As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the Determinationinitial determination by the Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“an "UNDERPAYMENT”) or Gross-Up Payments will be made by "). In the event that the Company which should not have been made (“OVERPAYMENT”), consistent with exhausts its remedies pursuant to Section 11(b)(5) hereof and the calculations required to be made hereunder. If Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Executive may direct the Firm shall to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to the Executive, or for the benefit Executive's benefit, within ten business days after receipt of such determination and calculations. (3) The Executive and the Company shall each provide the Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determination contemplated by Section 11(b)(2) hereof. (4) The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by Section 11(b)(2) hereof shall be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company shall reimburse the Executive the full amount of such fees and expenses within ten business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment exceeds Payment. Such notification shall be given as promptly as practicable but no later than 10 business days after the amount necessary Executive actually receives notice of such claim. The Executive agrees to reimburse Executive for his Excise Tax, further apprise the Accounting Firm shall determine the amount Company of the Overpayment that has been made nature of such claim and any the date on which such Overpayment claim is requested to be paid (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperateeach case, to the extent his expenses are reimbursed known by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise TaxExecutive). The Company shall in any event Executive agrees not to pay any Underpayment due such claim prior to Executive no later than 15 days after the earlier of (Aa) the Company’s receipt of Executive’s notice expiration of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, 30-calendar-day period following the date on which the audit Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is completed due. If the Company notifies the Executive in writing at least five business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: provide the Company with any written records or there is a final and nonappealable settlement or other resolution documents in the Executive's possession relating to such claim reasonably requested by the Company; a) Company shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company; b) cooperate with the Company in good faith in order to effectively contest such claim; and c) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against 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 limiting the foregoing provisions of this Section 11(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(b)(5) 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 (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its 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 the tax claimed 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; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such contested claim 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. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 11(b)(5) hereof) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 11(b).

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstanding, if in the event it is shall be determined that any payment, award, benefit payment or distribution in the nature of compensation (or any acceleration within the meaning of any payment, award, benefit or distributionSection 280G(b)(2) by of the Company or any entity which effectuates a change in control (or other change in ownershipCode) to or for the benefit of Executive the Executive, whether paid or payable pursuant to this Agreement (including, without limitation, the accelerated vesting of equity awards held by the Executive) (collectively, the “Company Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the amount of such Company Payments shall pay be automatically reduced to an amount one dollar less than the amount that would subject the Executive to such Excise Tax (the “Safe Harbor Limit”); provided that if the Company Payments exceed the Safe Harbor Limit by more than 10% of the Safe Harbor Limit, then the Executive shall instead be entitled to receive an additional payment (a the “GROSSGross-UP PAYMENTUp Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the payments. (iib) Subject to clause (i), all All determinations required to be made under this SectionSection 22, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a public nationally recognized accounting firm that is selected by the Board Company (the “ACCOUNTING FIRMAccounting Firm”) which ). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, Payment or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunderCompany. The Any Gross-Up Payment under SECTION 3.2(c) with respect Payment, as determined pursuant to any Excess Parachute Payments made to Executive this Section 22, shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit Executive within 15 days of the receipt of the Accounting Firm’s determination. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Executive. If . (c) The Executive shall notify the amount 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 exceeds Payment. Such notification shall be given as soon as practicable, but no later than ten business days after the amount necessary Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to reimburse be paid. The Executive for his Excise Taxshall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such 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 the Company desires to contest such claim, the Accounting Firm Executive shall: (i) give 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 determine reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings 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) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 22, the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Executive and direct the Executive to 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 pays such claim and directs the Executive to xxx for a refund, the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the statute 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 the 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 a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf pursuant to this Section 22, the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall promptly pay to the Company the amount of the Overpayment that has been made and any such Overpayment refund (together with any interest at paid or credited thereon after taxes applicable thereto). If, after payment by the rate provided Company of an amount on the Executive’s behalf pursuant to this Section 22, 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 writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this Section 1274(b)(2) of 22, the Code) shall be promptly paid by Executive Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Company. Executive shall cooperateExecutive, to the extent his expenses are reimbursed by the Company, with all or any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement portion of any Gross-Up Payment, and the Executive hereby consents to such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final withholding and nonappealable settlement or other resolution of the contestpayment.

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstanding, if in the event it is determined (as hereinafter provided) that any payment, award, benefit payment or distribution (by or any acceleration on behalf of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (its affiliates, to or other change in ownership) to for your benefit or for the benefit of Executive your estate, whether paid or payable or distributed or distributable in connection with your employment by the Company or its affiliates pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement or similar right (any such payment or distribution, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”or any successor provision thereto), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company you shall pay be entitled to Executive receive an additional payment or payments (a “GROSS"Gross-UP PAYMENT”Up Payment") in an amount such that, after payment by you of all taxes (including federal, state, and local taxes and any interest or penalties imposed with respect to such taxes and including any Excise Tax) imposed upon the Gross-Up Payment, you and/or your estate collectively retain (or have withheld and credited on your behalf for tax purposes) an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the Payments. (iib) Subject to clause (i)the provisions of Section 8(e) hereof, all determinations required to be made under this Section, Section 8 (including whether and when an Excise Tax is payable by you, the amount of such Excise Tax, whether a Gross-Up Payment is required, and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationsPayment), shall be made by a public nationally recognized legal or accounting firm that is selected by the Board you (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest."Firm"

Additional Payments. (i) Anything in this Agreement In all events, if any payments to the contrary notwithstandingExecutive from the Company, if it is determined that any payment, award, benefit or distribution (or any acceleration vesting of any paymentoptions, award, benefit whether occurring pursuant to Section 7 hereof or distribution) otherwise made to the Executive by the Company (the "Payments"), are or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would will be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“EXCESS PARACHUTE PAYMENTS”the "IRC") (the "Excise Tax") (or any similar tax that may hereafter be imposed), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to the appropriate taxing authorities on behalf of the Executive at the time specified in subsection 7(i)(iii) below an additional payment amount (a “GROSSthe "Gross-UP PAYMENT”Up Payment") in an such that the net amount retained by him, after reduction by all Excise Taxes, and all federal, state and local income taxes on the Payments and the Gross-Up Payment, shall be equal to that required the net amount which would have been retained by him had no part of the Payments been subject to result the Excise Tax. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (A) all payments or benefits received or to be received by the Executive in Executive receivingconnection with his termination of employment (whether pursuant to the terms of this Agreement or any Company Compensation Plan), after application shall be treated as "parachute payments" within the meaning of IRC Section 280G(b)(2), and all "excess parachute payments" within the meaning of IRC Section 280G(b)(1) shall be treated as subject to the Excise Tax, a net unless (i) the Executive otherwise agrees in writing that IRC Section 4999 is not applicable, or (ii) in the opinion of tax counsel selected by the Company's independent auditors, and acceptable to the Executive ("Counsel"), such payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of IRC Section 280G(b)(4) in excess of the base amount that would have been received hereunder had within the meaning of IRC Section 280G(b)(3), or are otherwise not subject to the Excise Tax, (B) the amount of the Payments which shall be treated as subject to the Excise Tax not applied. shall be equal to the lesser of (ii1) Subject to the total amount of the Payments or (2) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (iA), all determinations required above), and (C) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Company's independent auditors in accordance with the principles of IRC Sections 280G(d)(3) and (4). For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to be made under this Sectionpay federal, including whether state and when a local taxes at the highest marginal rate of federal, state and local income taxation, respectively, in the calendar year in which the Gross-Up Payment is required, to be made. In the event that the Excise Tax is at any time determined by Counsel or by the Internal Revenue Service ("IRS") to exceed the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter taken into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code account hereunder at the time of the Determinationtermination of the Executive's employment or thereafter (including, it is possible without limitation, by reason of (A) a preliminary determination by the parties that no Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”Payment was due under this subsection 7(i) or Gross-Up Payments will be made by the Company (B) a determination which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If otherwise underestimates the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Taxdue under this subsection 7(i)), the Accounting Firm Company shall determine make an additional Gross-Up Payment in respect of such excess (plus all interest and penalties payable with respect to such excess) at the time the amount of such excess is finally determined. In the Overpayment event that has the Excise Tax is subsequently determined by Counsel or pursuant to any proceeding or negotiations with the Internal Revenue Service to be less than the amount taken into account hereunder in calculating the Gross-Up Payment made, the Executive shall repay to the Company, at the time that the amount of such reduction in the Excise Tax is finally determined, the portion of such prior Gross-Up Payment that would not have been made and any paid if such Overpayment (together with Excise Tax had been correctly applied in initially calculating such Gross-Up Payment, plus interest on the amount of such repayment at the rate provided in IRC Section 1274(b)(2) 1274(b)(2)(B). Notwithstanding the foregoing, in the event any portion of the Code) Gross-Up Payment to be refunded to the Company has been paid to any Federal, state or local tax authority, repayment thereof shall not be promptly paid required until actual refund or credit of such portion has been made to the Executive, and interest payable to the Company shall not exceed interest received or credited to the Executive by Executive to or such tax authority for the benefit of the Companyperiod it held such portion. The Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by and the Company in connection with any contest or disputes with shall mutually agree upon the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier course of (A) the Company’s receipt of Executive’s notice of the amount of related taxes action to be paid, pursued (and the method of allocating the expenses thereof) if the Executive's good faith claim for refund or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit credit is completed or there is a final and nonappealable settlement or other resolution of the contestdenied.

Additional Payments. The Borrower agrees to make Additional Payments as follows: (ia) Anything To the Issuer, the Issuer’s Fee and as reimbursement for any and all reasonable costs, expenses and liabilities paid by the Issuer in satisfaction of any obligations of the Borrower hereunder not performed in accordance with the terms hereof by the Borrower, provided, however, that the Issuer shall be under no obligation to pay any expenses, costs or liabilities of the Borrower. (b) To the Issuer, as reimbursement for or prepayment of reasonable expenses paid or to be paid by the Issuer and requested by the Borrower, or required by this Agreement, or the Indenture or incurred in enforcing the provisions of this Agreement to or the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Indenture, or incurred in defending any interest action or penalties are incurred by Executive proceedings with respect to such excise tax (such excise taxthe Project, together with this Agreement, or the Indenture, or incurred for any such interest and penaltiesother action to be taken by the Issuer pursuant to this Agreement, the Indenture or any other document or agreement related to the issuance or sale of the Bonds, or arising out of or based upon any other document related to the issuance of the Bonds which are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that not otherwise required to result in Executive receiving, after application of be paid by the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedBorrower under this Agreement. (iic) Subject to clause (i)To the Trustee, the customary fees and reasonable charges and expenses of the Trustee as trustee, bond registrar and paying agent, and of any other paying agent on the Bonds under the Indenture, all determinations required to be made under this Sectionas provided in the Indenture, including whether as and when a Gross-Up Payment is requiredthe same become due. (d) To the Remarketing Agent, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm Remarketing Agent for services rendered in connection with the performance Project Bonds, including its fees for remarketing Project Bonds. (e) The Borrower will pay, as the same become due: (i) all taxes and governmental charges of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) any kind whatsoever that may at any time be lawfully assessed or levied against or with respect to the Project or any Excess Parachute Payments machinery, equipment, furnishings or other property installed by the Borrower thereon including, without limiting the generality of the foregoing, ad valorem taxes or payments in lieu of such taxes lawfully assessed against the Project; (ii) all utility and other charges incurred in the operation, maintenance, use, occupancy and upkeep of the Project; and (iii) all assessments and charges lawfully made by any governmental body for public improvements that may be secured by a lien on the Project; provided, that with respect to Executive special assessments or other governmental charges that may lawfully be paid in installments over a period of years, the Borrower shall be obligated to pay only such installments as are required to be paid while payments of principal or interest are outstanding with respect to the Note. If the Borrower shall first notify the Trustee and the Bank of its intention to do so, the Borrower may, at its expense and in its own name, in good faith contest any such taxes, assessments and other charges and, in the event of any such contest, may permit the taxes, assessments or other charges so contested to remain unpaid (except where tender of all or a portion of the taxes, assessments or other charges may be made without prejudice to the Borrower’s contest regarding same, in which case such tender shall be made no later than 30 days following to avoid the imposition of any penalty) during the period of such Excess Parachute Payment. (iii) As a result contest and any appeal therefrom unless the Trustee or the Bank shall notify the Borrower that, in the opinion of Independent Counsel, by nonpayment of any such items the lien of the uncertainty in Indenture or the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments Mortgage will be made by materially endangered or the Company Project or any material part thereof will be subject to imminent loss or forfeiture, in which should not have been made (“OVERPAYMENT”)event such taxes, consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax assessments or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) charges shall be promptly paid satisfied and discharged by payment thereof, by furnishing a bond satisfactory to the Trustee and the Bank, or by payment to a reserve held by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authorityTrustee; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to the Borrower may, without creating a tax audit default hereunder, contest in good faith the necessity or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement reasonableness of any such expensecost, expense or liability (Y) the taxes that are the subject other than any amount which represents principal of such contest are remitted to the applicable taxing authority, or where as a result of the audit interest or contest no taxes are remitted, the date any premium on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestany Bonds).

Additional Payments. (a) Subject to Sections 10 D and 10 E, in the event that the Executive’s employment with the Company is terminated by the Company without Cause or by the Executive for Good Reason during the Term other than during the Change in Control Period (as defined below), (A) the Company shall (i) Anything in this Agreement pay to the contrary notwithstandingExecutive an amount equal to twelve (12) months of his then current Base Salary under Section 4 A above (less applicable withholdings and authorized deductions), to be paid in equal installments bimonthly in accordance with the Company’s customary payroll practices, and (ii) if it is determined the Executive then participates in the Company’s medical and/or dental plans and the Executive timely elects to continue and maintain group health plan coverage pursuant to COBRA, reimburse the Executive for the cost of health insurance under COBRA for the Executive and Executive’s dependents for a period of twelve (12) months; provided, however, that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by if and to the extent that the Company may not provide such COBRA reimbursement without incurring tax penalties or violating any entity which effectuates requirement of the law, the Company shall use its commercially reasonable best efforts to provide substantially similar assistance in an alternative manner, provided that the cost of doing so does not exceed the cost that the Company would have incurred had the COBRA reimbursement been provided in the manner described above or cause a change in control violation of Section 409A (or other change in ownershipas defined below), and (B) if the Executive is entitled to or a Bonus for the benefit year of Executive would be subject to the excise tax imposed by Section 4999 termination based on achievement of the Code pre-determined performance goals (“EXCESS PARACHUTE PAYMENTS”and ignoring any continuation of employment requirements), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) such Bonus on the same basis as other participants in an the plan except that the Bonus amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by prorated (based on the Board (percentage of days the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both Executive was employed relative to the Company and Executive within 15 business total number of days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”bonus earning period), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (iIn the event that Xxxxxxx becomes entitled to payments under paragraph 5(a), 5(b), or 5(c) Anything in of this Agreement Agreement, the Company shall cause its independent auditors promptly to review, at the contrary notwithstandingCompany's sole expense, if it is determined the applicability of Section 4999 of the Code to such payments. If such auditors shall determine that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) type by the Company or any entity which effectuates a change in control (or other change in ownership) to Xxxxxxx or for his benefit, whether paid or payable or distributed or distributable pursuant to the benefit terms of Executive this Agreement or otherwise (the "Total Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company Xxxxxxx shall pay be entitled to Executive receive an additional cash payment (a “GROSS"Gross-UP PAYMENT”Up Payment") in within 30 days of such determination equal to an amount equal such that after payment by Xxxxxxx of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receivingsuch taxes), after application of the including any Excise Tax, a net amount that would have been received hereunder had imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the Xxxxxxx would retain an amount of the Gross-Up Payment exceeds equal to the amount necessary to reimburse Executive for his Excise Tax, Tax imposed upon the Accounting Firm shall determine the amount Total Payments. For purposes of the Overpayment that has been made and any such Overpayment (together with interest at the foregoing determination, Xxxxxxx'x tax rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive deemed to or for be the benefit highest statutory marginal state and Federal tax rate (on a combined basis) (including Xxxxxxx'x share of the CompanyF.I.C.A. and Medicare taxes) then in effect. Executive shall cooperate, to the extent his expenses are reimbursed If no determination by the Company's auditors is made prior to the time a tax return reflecting the Total Payments is required to be filed by Xxxxxxx, with he will be entitled to receive a Gross-Up Payment calculated on the basis of the Total Payments reported by Xxxxxxx in such tax return, within 30 days of the filing of such tax return. In all events, if any reasonable requests tax authority determines that a greater Excise Tax should be imposed upon the Total Payments than is determined by the Company Company's independent auditors or reflected in connection with any contest or disputes with Xxxxxxx'x tax return pursuant to this Section 6, Xxxxxxx shall be entitled to receive the Internal Revenue Service in connection with full Gross-Up Payment calculated on the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice basis of the amount of related taxes Excise Tax determined to be paid, or (B) Executive’s remittance of payable by such tax authority from the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 Company within 30 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestdetermination.

Additional Payments. (ia) Anything in In the event that any payment or benefit (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")) to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) pursuant to the terms of this Agreement to the contrary notwithstandingor otherwise in connection with, if it is determined that any paymentor arising out of, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by his employment with the Company or any entity which effectuates a change in ownership or effective control (of the Company or other change in ownership) to of a substantial portion of its assets ( a "Payment" or for the benefit of Executive "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by Executive the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay Employee will be entitled to Executive receive an additional payment or payments, as the case may be (referred to individually or collectively as a “GROSS"Gross-UP PAYMENT”) Up Payment"), in an amount equal such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receiving, after application of such taxes and the Excise Tax, other than interest and penalties imposed by reason of the Employee's failure to file timely a net tax return or pay taxes shown due on his return), including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount that would have been received hereunder had of the Gross-Up Payment equal to the Excise Tax not appliedimposed upon the Payments. (iib) Subject An initial determination as to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made at the Company's expense by a public an accounting firm that is selected by the Board Company, and reasonably acceptable to the Employee, which is designated as one of the largest national accounting firms in the United States (the “ACCOUNTING FIRM”) which "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations both and documentation to the Company and Executive the Employee within 15 business ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination. The Gross-Up Payment, if any, as determined pursuant to this Section 6(b) shall be paid by the Company to the Employee within five (5) days of the receipt of notice from the Determination. The existence of the dispute shall not in any way affect the Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company or Executive that shall promptly pay to the Employee any additional amount required by such resolution. If there has been a Excess Parachute is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee 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 (10) business days after the Employee 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 Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such earlier time as shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (i) give the Company any information reasonably requested by the Company or Executive relating to such claim, (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and ii) take such action in connection with contesting such claim as the Company shall enter into any agreement requested by the Accounting Firm reasonably request in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) writing from time to time, including, without limitation, accepting legal representation with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentclaim by an attorney reasonably selected by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by cooperate with the Company should have been made in good faith in order to effectively contest such claim, and (“UNDERPAYMENT”iv) or Gross-Up Payments will be made by permit the Company which should not have been made to participate in any proceedings relating to such claim, provided, however, that the Company shall bear and pay directly all costs and expenses (“OVERPAYMENT”)including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of on an after-tax basis, for any Excise Tax or additional Excise Taxincome tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provision of this Section 6(c), the Accounting Firm Company shall determine 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 Employee to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and the Employee 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 Employee to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Underpayment Employee, on an interest-free basis and shall indemnify and hold the Employee 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 has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) extension of the Code) statute of limitations relating to payment of taxes for the taxable year of the Employee 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 promptly paid by the Company limited to or for the benefit of Executive. If the amount of the issues with respect to which a Gross-Up Payment exceeds would be payable hereunder and the Employee 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 Employee of an amount necessary advanced by the Company pursuant to reimburse Executive for his Excise TaxSection 6(c), the Accounting Firm Employee becomes entitled to receive any refund with respect to such claim, the Employee shall determine (subject to the Company's complying with the requirements of Section 6(c)) promptly pay to the Company the amount of the Overpayment that has been made and any such Overpayment refund (together with any interest at paid or credited thereon after taxes applicable thereto). If, after the rate provided receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in Section 1274(b)(2writing of its intent to contest such denial of refund prior to the expiration of thirty (30) of the Code) days after such determination, then such advance shall be promptly paid by Executive forgiven and shall not be required to or for be repaid and the benefit amount of the Company. Executive such advance shall cooperateoffset, to the extent his expenses are reimbursed by the Companythereof, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes Gross-Up Payment required to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it is determined (as hereafter provided) that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (any such payment or distribution, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision thereto), by reason of being considered an "excess parachute payment," within the meaning of Section 280G of the Code (“EXCESS PARACHUTE PAYMENTS”)or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay Executive will be entitled to Executive receive an additional payment or payments from the Company (collectively, a “GROSS"Gross-UP PAYMENT”) in an amount equal Up Payment"); provided, however, that no Gross-up Payment will be made with respect to that required to result in Executive receiving, after application of the Excise Tax, a net if any, attributable to (A) any incentive stock option ("ISO") granted prior to the execution of the 1998 Agreement or (B) any share appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (A) of this sentence. The Gross-Up Payment will be in an amount that would such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive will have been received hereunder had an amount of the Gross-Up Payment equal to the Excise Tax not appliedimposed upon the Payment. (ii) Subject to clause (ithe provisions of Section 8(f)(vi), all determinations required to be made under this SectionSection 8(f), including whether an Excise Tax is payable by the Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required, required to be paid by the Company to the Executive and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationsPayment, shall if any, will be made by a public nationally recognized accounting firm that is (the "Accounting Firm") selected by the Board (Executive in the “ACCOUNTING FIRM”) which shall provide Executive's sole discretion The Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within 15 business 30 calendar days of after the receipt of notice from the Company Executive's termination date, and any such other time or Executive that there has been a Excess Parachute Payment, or such earlier time times as is may be requested by the Company or Executive (collectively, of the “DETERMINATION”)Executive. All fees and expenses of If the Accounting Firm shall be borne solely determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-Up Payment to the Executive within five business days after receipt of such determination and calculations with respect to any Payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish the Company and the Company shall enter into Executive an opinion that the Executive has substantial authority not to report any agreement requested by Excise Tax on the Accounting Firm in connection with the performance of the services hereunderExecutive's federal, state or local income or other tax return. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the DeterminationAccounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”an "Underpayment"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 8(f)(vi) and the Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Executive will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Company to to, or for the benefit of, the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation of and issuance of the determinations and calculations contemplated by Section 8(f)(ii). If Any determination by the Accounting Firm as to the amount of the Gross-Up Payment exceeds will be binding upon the amount necessary to reimburse Company and the Executive. (iv) The federal, state and local income or other tax returns filed by the Executive for his Excise Tax, will by prepared and filed on a consistent basis with the determination of the Accounting Firm shall determine with respect to the Excise Tax payable by the Executive. The Executive will make proper payment of the amount of the Overpayment that has been made and any such Overpayment (together with interest Excise Payment and, at the rate provided in Section 1274(b)(2request of the Company, provide to the Company true and correct copies (with any amendments) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes Executive's federal tax return as filed with the Internal Revenue Service in connection and corresponding state and local tax returns, if relevant, as filed with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the audit Executive's federal income tax return, or contest corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (vi) The Executive will notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as promptly as practicable but no taxes are remittedlater than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration if the 30-calendar day period following the date on which the audit Executive gives such notice to the Company and (y) the date that any payment of amount with respect to such claim is completed 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 will: (A) (B) (C) (D) provide the Company with any written records or there is documents in the Executive's possession relating to such claim reasonably requested by the Company; take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company; cooperate with the Company in good faith in order effectively to contest such claim; and permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, for and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a final result of such representation and nonappealable settlement payment of costs and expenses. Without limiting the foregoing provisions of this Section 8(f), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 8(f)(vi) 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 (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its 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 will 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 may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and xxx for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other resolution tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company's control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will 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. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(f)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company's complying with the requirements of Section 8(f)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company's satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(f)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(f).

Additional Payments. (i) Anything in this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive Employee would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“the "CODE") ("EXCESS PARACHUTE PAYMENTS”"), or any interest or penalties are incurred by Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"EXCISE TAX”"), then the Company shall pay to Executive Employee an additional payment (a “"GROSS-UP PAYMENT”") in an amount equal to that required to result in Executive receiving, after application of the such Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “"ACCOUNTING FIRM”") which shall provide detailed supporting calculations both to the Company and Executive Employee within 15 business days of the receipt of notice from the Company or Executive Employee that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive Employee (collectively, the “"DETERMINATION”"). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) this Section with respect to any Excess Parachute Payments made to Executive Employee shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“"UNDERPAYMENT”") or Gross-Up Payments will be made by the Company which should not have been made (“"OVERPAYMENT”"), consistent with the calculations required to be made hereunder. If Executive Employee thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of ExecutiveEmployee. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive Employee for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive Employee to or for the benefit of the Company. Executive Employee shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i1) Anything in this Agreement to the contrary notwithstanding, if in the event it is shall be determined (as hereafter provided) that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms of Executive this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement (including without limitation any stock option plan), or similar right (a "PAYMENT"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (“EXCESS PARACHUTE PAYMENTS”or any successor provision thereto), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter hereafter collectively referred to as the “"EXCISE TAX”"), then the Company Executive shall pay be entitled to Executive receive an additional payment or payments (a “"GROSS-UP PAYMENT”") in an amount equal to that required to result in Executive receivingsuch that, after application payment by the Executive of the all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, a net imposed upon the Gross-Up Payment, the Executive retains an amount that would have been received hereunder had of the Gross-Up Payment equal to the lesser of (A) the Excise Tax not appliedimposed upon the Payments or (B) the Excise Tax that would be imposed upon all payments or benefits provided under this Agreement (including any stock option agreement) if such payments or benefits (but only such payments or benefits) constituted in their entirety "excess parachute payments" as such term is defined in section 280G and 4999 of the Internal Revenue Code of 1986 (or any successor provisions thereto). (ii2) Subject to clause (ithe provisions of Section 11(b)(5), all determinations required to be made under this SectionSection 11(b), including whether an Excise Tax is payable by the Executive, the amount of such Excise Tax, whether a Gross-Up Payment is required, and when the amount of such Gross-Up Payment, shall be made by a nationally-recognized legal or accounting firm (the "Firm") selected by the Executive in the Executive's sole discretion. The Executive agrees to direct the Firm to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as practicable. If the Firm determines that any Excise Tax is payable by the Executive and that a Gross-Up Payment is required, the amount of such Company shall pay the Executive the required Gross-Up Payment within ten business days after receipt of such determination and calculations. If the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm Firm determines that no Excise Tax is selected payable by the Board (Executive, it shall, at the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both same time as it makes such determination, furnish the Executive with an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. Any determination by the Firm as to the Company and Executive within 15 business days amount of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) binding upon the Executive and the Company. As a result of the uncertainty in the application of Section 4999 of the Internal Revenue Code of 1986 (or any successor provision thereto) at the time of the Determinationinitial determination by the Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“an "UNDERPAYMENT”) or Gross-Up Payments will be made by "). In the event that the Company which should not have been made (“OVERPAYMENT”), consistent with exhausts its remedies pursuant to Section 11(b)(5) hereof and the calculations required to be made hereunder. If Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Executive may direct the Firm shall to determine the amount of the Underpayment (if any) that has occurred and any to submit its determination and detailed supporting calculations to both the Executive and the Company as promptly as possible. Any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to the Executive, or for the benefit Executive's benefit, within ten business days after receipt of such determination and calculations. (3) The Executive and the Company shall each provide the Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determination contemplated by Section 11(b)(2) hereof. (4) The fees and expenses of the Firm for its services in connection with the determinations and calculations contemplated by Section 11(b)(2) hereof shall be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company shall reimburse the Executive the full amount of such fees and expenses within ten business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (5) The Executive agrees to notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross-Up Payment exceeds Payment. Such notification shall be given as promptly as practicable but no later than 10 business days after the amount necessary Executive actually receives notice of such claim. The Executive agrees to reimburse Executive for his Excise Tax, further apprise the Accounting Firm shall determine the amount Company of the Overpayment that has been made nature of such claim and any the date on which such Overpayment claim is requested to be paid (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperateeach case, to the extent his expenses are reimbursed known by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise TaxExecutive). The Company shall in any event Executive agrees not to pay any Underpayment due such claim prior to Executive no later than 15 days after the earlier of (Aa) the Company’s receipt of Executive’s notice expiration of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, 30-calendar-day period following the date on which the audit Executive gives such notice to the Company and (b) the date that any payment with respect to such claim is completed due. If the Company notifies the Executive in writing at least five business days prior to the expiration of such period that it desires to contest such claim, the Executive agrees to: provide the Company with any written records or there is a final and nonappealable settlement or other resolution documents in the Executive's possession relating to such claim reasonably requested by the Company; a) Company shall reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company; b) cooperate with the Company in good faith in order to effectively contest such claim; and c) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and shall indemnify and hold the Executive harmless, on an after-tax basis, from and against 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 limiting the foregoing provisions of this Section 11(b)(5), the Company shall control all proceedings taken in connection with the contest of any claim contemplated by this Section 11(b)(5) 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 (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its 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 the tax claimed 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; and provided further, however, that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year with respect to which the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of any such contested claim 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. (6) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, the Executive receives any refund with respect to such claim, the Executive agrees (subject to the Company's complying with the requirements of Section 11(b)(5) hereof) to promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive's receipt of an amount advanced by the Company pursuant to Section 11(b)(5) hereof, a determination is made that the Executive is not entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid pursuant to this Section 11(b).

Additional Payments. (i) Anything in this Agreement to the contrary notwithstanding, if If it is determined that any paymentamount, award, right or benefit paid or distribution payable (or any acceleration of any payment, award, benefit otherwise provided or distributionto be provided) to Executive by the Company or any entity of its affiliates under this Agreement or any other plan, program or arrangement under which effectuates Executive participates or is a change in control party (or other change in ownership) collectively, the “Payments”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended from time to or for time (the benefit of Executive would be “Code”), subject to the excise tax imposed by Section 4999 of the Code Code, as amended from time to time (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company Executive shall pay be entitled to Executive receive an additional payment from the Company (a “GROSSGross-UP PAYMENTUp Payment”) in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment (and any interest and penalties imposed with respect thereto), Executive retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (iiincluding any interest and penalties imposed with respect thereto) Subject to clause (i), all imposed upon the Payments. All determinations required to be made under this SectionSection 6, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a public an independent, nationally recognized accounting firm that is selected by mutually acceptable to the Board Company and Executive (the “ACCOUNTING FIRMAuditor”) which ). The Auditor shall provide detailed supporting calculations to both to the Company and Executive within 15 fifteen (15) business days of the receipt of notice from Executive or the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm Auditor shall be borne solely paid by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunderCompany. The Any Gross-Up Payment under SECTION 3.2(c) with respect Payment, as determined pursuant to any Excess Parachute Payments made to Executive this Section 6, shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to Executive within five (5) days of the receipt of the Auditor’s determination. All determinations made by the Auditor shall be binding upon the Company and Executive; provided that if, notwithstanding the Auditor’s initial determination, the Internal Revenue Service (or for other applicable taxing authority) determines that an additional Excise Tax is due with respect to the benefit of Executive. If Payments, then the Auditor shall recalculate the amount of the Gross-Up Payment exceeds based upon the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been determinations made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the other applicable taxing authority; provided that ) after taking into account any reimbursement required under this SECTION 3.2(cadditional interest and penalties (the “Recalculated Amount”) of expenses incurred by and the Company shall pay to Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result excess of the audit or contest no taxes are remitted, Recalculated Amount over the date on which the audit is completed or there is a final and nonappealable settlement or other resolution Gross-Up Payment initially paid to Executive within five (5) days of the contestreceipt of the Auditor’s recalculation of the Gross-Up Payment.

Additional Payments. (i) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it is determined (as hereafter provided) that any paymentright or interest that vests in the Executive, award, benefit or any payment or distribution (or any acceleration of any payment, award, benefit or distribution) made by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (any such right, interest, payment or distribution, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision thereto), by reason of being considered an "excess parachute payment," within the meaning of Section 280G of the Code (“EXCESS PARACHUTE PAYMENTS”)or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay Executive will be entitled to Executive receive an additional payment or payments from the Company (collectively, a “GROSS"Gross-UP PAYMENT”) Up Payment"). The Gross-Up Payment will be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive will have received an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the Payment. (ii) Subject to clause (ithe provisions of Section 8(e)(vi), all determinations required to be made under this SectionSection 8(e), including whether an Excise Tax is payable by the Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required, required to be paid by the Company to the Executive and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationsPayment, shall if any, will be made by a public nationally recognized accounting firm that is (the "Accounting Firm") selected by the Board (mutual written agreement of the “ACCOUNTING FIRM”) which shall provide Executive and the Company. The parties hereto will direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within 15 business 30 calendar days of after the receipt of notice from the Company Executive's termination date, and any such other time or Executive that there has been a Excess Parachute Payment, or such earlier time times as is may be requested by the Company or Executive (collectively, the “DETERMINATION”)Executive. All fees and expenses of If the Accounting Firm shall be borne solely determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-Up Payment to the Executive within five business days after receipt of such determination and calculations with respect to any payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish the Company and the Company shall enter into Executive an opinion that the Executive has substantial authority not to report any agreement requested by Excise Tax on the Accounting Firm in connection with the performance of the services hereunderExecutive's federal, state or local income or other tax return. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the DeterminationAccounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”an "Underpayment"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 8(e)(vi) and the Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the parties will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Company to to, or for the benefit of, the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation of and issuance of the determinations and calculations contemplated by Section 8(e)(ii). If Any determination by the Accounting Firm as to the amount of the Gross-Up Payment exceeds will be binding upon the amount necessary to reimburse Company and the Executive. (iv) The federal, state and local income or other tax returns filed by the Executive for his Excise Tax, will be prepared and filed on a consistent basis with the determination of the Accounting Firm shall determine with respect to the Excise Tax payable by the Executive. The Executive will make proper payment of the amount of the Overpayment that has been made and any such Overpayment (together with interest Excise Payment and, at the rate provided in Section 1274(b)(2request of the Company, provide to the Company true and correct copies (with any amendments) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes Executive's federal tax return as filed with the Internal Revenue Service in connection and corresponding state and local tax returns, if relevant, as filed with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result and such other documents reasonably requested by the Company evidencing such payment. If, prior to the filing of the audit Executive's federal income tax return, or contest corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (vi) The Executive will notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as promptly as practicable but no taxes are remittedlater than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration of the 30-calendar day period following the date on which the audit Executive gives such notice to the Company and (y) the date that any payment of amount with respect to such claim is completed 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 will: (A) provide the Company with any written records or there is documents in the Executive's possession relating to such claim reasonably requested by the Company; (B) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company; (C) cooperate with the Company in good faith in order effectively to contest such claim; and (D) permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a final result of such representation and nonappealable settlement payment of costs and expenses. Without limiting the foregoing provisions of this Section 8(e), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 8(e)(vi) 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 (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and sue for a refund or contest the claim in any permissible manner, and xxx Executive will 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 may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and sue for a refund, the Company will advance the amount of such payment xx the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other resolution tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company's control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will 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. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(e)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company's complying with the requirements of Section 8(e)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company's satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(e)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(e). (viii) Notwithstanding any other provision of this Agreement, the Company shall pay to the Executive an amount equal to the Base Salary upon the occurrence of: (x) the Expiration Date; and (y) any failure for any reason of the Expiration Date to be automatically extended by one additional year as prescribed by Section 3 of this Agreement.

Additional Payments. (ia) Anything in In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")), to the Executive or for his or her benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement to the contrary notwithstandingor otherwise in connection with, if it is determined that any paymentor arising out of, awardhis or her employment (a "Payment" or "Payments"), benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Executive will be entitled to receive from the Company shall pay to Executive an additional payment (a “GROSS"Gross-UP PAYMENT”Up Payment") in an amount such that after payment by the Executive of all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive's failure to file timely a tax return or pay taxes shown due on his or her return), imposed with respect to such Gross-Up Payment, including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the Payments. (iib) Subject An initial determination as to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made at the Company's expense by a public an accounting firm that is selected by the Board Company and reasonably acceptable to the Executive which is designated as one of the five largest accounting firms in the United States (the “ACCOUNTING FIRM”) which "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations both and documentation, to the Company and the Executive within 15 business five days of the Date of Termination if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). The Gross-Up Payment, if any, as determined pursuant to this Section 4(b) shall be paid by the Company to the Executive within five days of the receipt of notice from the Company or Executive that Determination. The existence of the Dispute shall not in any way affect the Executive's right to receive the Gross-Up Payment in accordance with the Determination. If there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectivelyno Dispute, the “DETERMINATION”). All fees and expenses of the Accounting Firm Determination shall be borne solely by binding, final and conclusive upon the Company and the Company shall enter into any agreement requested by Executive subject to the Accounting Firm in connection with the performance application of the services hereunder. The Gross-Up Payment under SECTION 3.2(cSection 4(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentbelow. (iiic) As a result of the uncertainty in the application of Section Sections 4999 and 280G of the Code at the time of the DeterminationCode, it is possible that a Gross-Up Payments which will not have been made by the Company should have been made Payment (“UNDERPAYMENT”or a portion thereof) or Gross-Up Payments will be made by the Company paid which should not have been made paid (“OVERPAYMENT”an "Excess Payment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an "Underpayment"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive's tax liability (whether in respect of the Executive's current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, consistent (ii) upon a determination by a court, (iii) by reason of determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the calculations required resolution of the Dispute to be made hereunderthe Executive's satisfaction. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Taxan Underpayment occurs, the Accounting Firm Executive shall determine promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment that has occurred plus any interest and any such Underpayment penalties (together with other than interest at the rate provided in Section 1274(b)(2)(B) and penalties imposed by reason of the CodeExecutive's failure to file timely a tax return or pay taxes shown due on the Executive's return) imposed on the Underpayment. An Excess Payment shall be promptly paid deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A Final Determination shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive's tax liability by reason of the Excise Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive's applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to or for the benefit Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive. If ) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment exceeds (to which the amount necessary Excess Payment relates) was paid to reimburse the Executive for his until the date of repayment to the Company. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise TaxTax will be imposed on any Payment or Payments, the Accounting Firm Company shall determine pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Overpayment Excise Tax that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest has actually withheld from the Payment or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestPayments.

Additional Payments. (i) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it is determined (as hereafter provided) that any paymentright or interest that vests in the Executive, award, benefit or any payment or distribution (or any acceleration of any payment, award, benefit or distribution) made by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, Plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exerciseability of any of the foregoing (any such right, interest, payment or distribution, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (or any successor provision thereto), by reason of being considered an "excess parachute payment," within the meaning of Section 280G of the Code (“EXCESS PARACHUTE PAYMENTS”)or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay Executive will be entitled to Executive receive an additional payment or payments from the Company (collectively, a “GROSS"Gross-UP PAYMENT”) Up Payment"). The Gross-Up Payment will be in an amount such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive will have received an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the Payment. (ii) Subject to clause (ithe provisions of Section 8(e)(vi), all determinations required to be made under this SectionSection 8(e), including whether an Excise Tax is payable by the Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required, required to be paid by the Company to the Executive and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationsPayment, shall if any, will be made by a public nationally recognized accounting firm that is (the "Accounting Firm") selected by the Board (mutual written agreement of the “ACCOUNTING FIRM”) which shall provide Executive and the Company. The parties hereto will direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within 15 business 30 calendar days of after the receipt of notice from the Company Executive's termination date, and any such other time or Executive that there has been a Excess Parachute Payment, or such earlier time times as is may be requested by the Company or Executive (collectively, the “DETERMINATION”)Executive. All fees and expenses of If the Accounting Firm shall be borne solely determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-Up Payment to the Executive within five business days after receipt of such determination and calculations with respect to any payment to the Executive. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish the Company and the Company shall enter into Executive an opinion that the Executive has substantial authority not to report any agreement requested by Excise Tax on the Accounting Firm in connection with the performance of the services hereunderExecutive's federal, state or local income or other tax return. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the DeterminationAccounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”an "Underpayment"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 8(e)(vi) and the Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the parties will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Company to to, or for the benefit of, the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation of and issuance of the determinations and calculations contemplated by Section 8(e)(ii). If Any determination by the Accounting Firm as to the amount of the Gross-Up Payment exceeds will be binding upon the amount necessary to reimburse Company and the Executive. (iv) The federal, state and local income or other tax returns filed by the Executive for his Excise Tax, will be prepared and filed on a consistent basis with the determination of the Accounting Firm shall determine with respect to the Excise Tax payable by the Executive. The Executive will make proper payment of the amount of the Overpayment that has been made and any such Overpayment (together with interest Excise Payment and, at the rate provided in Section 1274(b)(2request of the Company, provide to the Company true and correct copies (with any amendments) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes Executive's federal tax return as filed with the Internal Revenue Service in connection and corresponding state and local tax returns, if relevant, as filed with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result and such other documents reasonably requested by the Company evidencing such payment. If, prior to the filing of the audit Executive's federal income tax return, or contest corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, the Executive will within five business days pay to the Company the amount of such reduction. (v) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated herein will be borne by the Company. If such fees and expenses are initially paid by the Executive, the Company will reimburse the Executive the full amount of such fees and expenses within five business days after receipt from the Executive of a statement therefor and reasonable evidence of the Executive's payment thereof. (vi) The Executive will notify the Company in writing of any claim by the Internal Revenue Service or any other taxing authority that, if successful, would require the payment by the Company of a Gross-Up Payment. Such notification will be given as promptly as practicable but no taxes are remittedlater than 10 business days after the Executive actually receives notice of such claim and the Executive will further apprise the Company of the nature of such claim and the date on which such claim is requested to be paid (in each case, to the extent known by the Executive). The Executive will not pay such claim prior to the earlier of (x) the expiration of the 30-calendar day period following the date on which the audit Executive gives such notice to the Company and (y) the date that any payment of amount with respect to such claim is completed 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 will: (A) provide the Company with any written records or there is documents in the Executive's possession relating to such claim reasonably requested by the Company; (B) take such action in connection with contesting such claim as the Company may reasonably request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the Company; (C) cooperate with the Company in good faith in order effectively to contest such claim; and (D) permit the Company to participate in any proceedings relating to such claims; provided, however, that the Company will bear and pay directly all costs and expenses (including interest and penalties) incurred in connection with such contest and will indemnify and hold harmless the Executive, on an after-tax basis, from and against any Excise Tax or income tax, including interest and penalties with respect thereto, imposed as a final result of such representation and nonappealable settlement payment of costs and expenses. Without limiting the foregoing provisions of this Section 8(e), the Company will control all proceedings taken in connection with the contest of any claim contemplated by this Section 8(e)(vi) 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 (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its 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 will 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 may determine; provided, however, that if the Company directs the Executive to pay the tax claimed and xxx for a refund, the Company will advance the amount of such payment to the Executive on an interest-free basis and will indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income or other resolution tax, including interest or penalties with respect thereto, imposed with respect to such advance; provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Executive with respect to which the contested amount if claimed to be due is limited solely to such contested amount. The Company's control of any such contested claim will be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and the Executive will 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. (vii) If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8(e)(vi), the Executive receives any refund with respect to such claim, the Executive will (subject to the Company's complying with the requirements of Section 8(e)(vi)) pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto) within 30 calendar days after such receipt and the Company's satisfaction of all accrued obligations under this Agreement. If, after the receipt by the Executive of any amount advanced by the Company pursuant to Section 8(e)(vi), a determination is made that the Executive will not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such determination prior to the expiration of 30 calendar days after such determination, then such advance will be forgiven and will not be required to be repaid and the amount of any such advance will offset, to the extent thereof, the amount of Gross-Up Payment required to be paid by the Company to the Executive pursuant to this Section 8(e). (viii) Notwithstanding any other provision of this Agreement, the Company shall pay to the Executive an amount equal to the Base Salary upon the occurrence of: (x) the Expiration Date; and (y) any failure for any reason of the Expiration Date to be automatically extended by one additional year as prescribed by Section 3 of this Agreement.

Additional Payments. (ia) Anything in In the event that any payment or benefit (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) pursuant to the terms of this Agreement to the contrary notwithstandingor otherwise in connection with, if it is determined that any paymentor arising out of, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by his employment with the Company or any entity which effectuates a change in ownership or effective control (of the Company or other change in ownership) to of a substantial portion of its assets ( a “Payment” or for the benefit of Executive “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by Executive the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company shall pay Employee will be entitled to Executive receive an additional payment or payments, as the case may be (referred to individually or collectively as a “GROSSGross-UP PAYMENTUp Payment”) ), in an amount equal such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receiving, after application of such taxes and the Excise Tax, other than interest and penalties imposed by reason of the Employee’s failure to file timely a net tax return or pay taxes shown due on his return), including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount that would have been received hereunder had of the Gross-Up Payment equal to the Excise Tax not appliedimposed upon the Payments. (iib) Subject An initial determination as to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made at the Company’s expense by a public an accounting firm that is selected by the Board Company, and reasonably acceptable to the Employee, which is designated as one of the largest national accounting firms in the United States (the “ACCOUNTING FIRMAccounting Firm”) which ). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations both and documentation to the Company and Executive the Employee within 15 business ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination. The Gross-Up Payment, if any, as determined pursuant to this Section 6(b) shall be paid by the Company to the Employee within five (5) days of the receipt of notice from the Determination. The existence of the dispute shall not in any way affect the Employee’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company or Executive that shall promptly pay to the Employee any additional amount required by such resolution. If there has been a Excess Parachute is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee 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 (10) business days after the Employee 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 Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such earlier time as shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (i) give the Company any information reasonably requested by the Company or Executive relating to such claim, (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and ii) take such action in connection with contesting such claim as the Company shall enter into any agreement requested by the Accounting Firm reasonably request in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) writing from time to time, including, without limitation, accepting legal representation with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentclaim by an attorney reasonably selected by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by cooperate with the Company should have been made in good faith in order to effectively contest such claim, and (“UNDERPAYMENT”iv) or Gross-Up Payments will be made by permit the Company which should not have been made to participate in any proceedings relating to such claim, provided, however, that the Company shall bear and pay directly all costs and expenses (“OVERPAYMENT”)including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of on an after-tax basis, for any Excise Tax or additional Excise Taxincome tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provision of this Section 6(c), the Accounting Firm Company shall determine 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 Employee to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and the Employee 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 Employee to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Underpayment Employee, on an interest-free basis and shall indemnify and hold the Employee 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 has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) extension of the Code) statute of limitations relating to payment of taxes for the taxable year of the Employee 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 promptly paid by the Company limited to or for the benefit of Executive. If the amount of the issues with respect to which a Gross-Up Payment exceeds would be payable hereunder and the Employee 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 Employee of an amount necessary advanced by the Company pursuant to reimburse Executive for his Excise TaxSection 6(c), the Accounting Firm Employee becomes entitled to receive any refund with respect to such claim, the Employee shall determine (subject to the Company’s complying with the requirements of Section 6(c)) promptly pay to the Company the amount of the Overpayment that has been made and any such Overpayment refund (together with any interest at paid or credited thereon after taxes applicable thereto). If, after the rate provided receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in Section 1274(b)(2writing of its intent to contest such denial of refund prior to the expiration of thirty (30) of the Code) days after such determination, then such advance shall be promptly paid by Executive forgiven and shall not be required to or for be repaid and the benefit amount of the Company. Executive such advance shall cooperateoffset, to the extent his expenses are reimbursed by the Companythereof, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes Gross-Up Payment required to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i) Anything in this Agreement In addition to any other payments required hereunder, the Company will pay the following amounts to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution following persons: (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership1) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Trustee, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i)when due, all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All reasonable fees and expenses of the Accounting Firm shall be borne solely Trustee for services rendered under the Indenture and all reasonable fees and expenses of the Paying Agents, counsel, accountants, engineers and others incurred in the performance on request of the Trustee of services under the Indenture (including, without limitation, Section 6.08 thereof) for which the Trustee and such other Persons are entitled to payment or reimbursement, but the Company may, without creating a default hereunder, contest in good faith the reasonableness of any such services, fees or expenses other than the Trustee's and any Paying Agent's fees for ordinary services as set forth in the Indenture; and (2) to the Issuer, all reasonable and necessary expenses incurred by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection Issuer, with the performance prior written approval of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) Company, with respect to this Agreement, the Indenture and any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made transaction or event contemplated by this Agreement or by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company Indenture and which should are not have been made (“OVERPAYMENT”), consistent with the calculations otherwise required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company under the terms of this Agreement. In the event the Company should fail to make any of the payments required by this Section 6.04, the item in default shall continue as an obligation of the Company until the amount in default shall have been fully paid, and the Company will pay the same with interest thereon at a rate per annum equal to one percent above the prime or reference rate from time to time publicly announced by and in effect for the benefit of Executive. If largest commercial bank, as measured by assets, in the amount Ninth Federal Reserve District (with each change in such prime or reference rate resulting in a corresponding change in the rate to be paid hereunder), or, if such rate or rates shall exceed the maximum rate then permitted by law, at the maximum rate permitted by law; provided that, with the exception of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise TaxTrustee's and any Paying Agent's fees, the Accounting Firm interest shall determine the amount of the Overpayment that not accrue on such obligation until written notice has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, given to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit payment is completed or there is a final and nonappealable settlement or other resolution of the contestpast due.

Additional Payments. (i) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it is shall be determined that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 12) (a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company Employee shall pay be entitled to Executive receive an additional payment (a “GROSS"Gross-UP PAYMENT”Up Payment") in an amount equal such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receivingsuch taxes), after application of the Excise Taxincluding, a net amount that would have been received hereunder had the without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a imposed upon the Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the Employee retains an amount of the Gross-Up Payment exceeds equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 12.1, if it shall be determined that the Employee is entitled to a Gross-Up Payment, but that the Payments do not exceed 110% of the greatest amount necessary (the "Reduced Amount") that could be paid to reimburse Executive for his the Employee such that the receipt of Payments would not give rise to any Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) then no Gross-Up Payment shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, made to the extent his expenses are reimbursed by Employee and the CompanyPayments, with any reasonable requests by in the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paidaggregate, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted reduced to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.the

Additional Payments. (i) Anything Except as expressly set forth in this Agreement Lease or the Development Agreement, Tenant shall pay as “Additional Payments” during the Term hereof, without notice and without abatement, deduction or setoff, before any fine, penalty, interest, or cost may be added thereto, or become due or be imposed by operation of law for the nonpayment thereof, all sums, impositions, costs, expenses and other payments and all taxes (including personal property taxes and taxes on rents, leases or occupancy, if any, and government property improvement lease excise tax), assessments, special assessments, enhanced municipal services district assessments, water and sewer rents, rates and charges, charges for public utilities, excises, levies, licenses, and permit fees, any expenses incurred by Landlord on behalf of Tenant pursuant to the contrary notwithstandingterms of this Lease, if it is determined that including other governmental or quasi-governmental charges, general and special, ordinary and extraordinary, foreseen and unforeseen, of any paymentkind and nature whatsoever which, awardat any Lime during the Term hereof may be assessed, benefit levied, confirmed, imposed upon, or distribution (grow or become due and payable out of or with respect to, or become a lien on, the Premises or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)part thereof, or any interest appurtenances thereto, any use or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application occupation of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute PaymentPremises, or such earlier time franchises as is requested by may be appurtenant to the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses use of the Accounting Firm shall be borne solely Premises (all of which are sometimes herein referred to collectively as “Impositions” and individually as “Imposition”) provided, however, that: A. if, by law, any Imposition may at the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance option of the services hereunder. The Gross-Up Payment under SECTION 3.2(cTenant be paid in installments (whether or not interest shall accrue on the unpaid balance of such Imposition), Tenant may exercise the option to pay the same (and any accrued interest on the unpaid balance of such Imposition) with respect to in installments and in such event, shall pay such installments as they become due during the Term hereof before any Excess Parachute Payments made to Executive shall fine, penalty, further interest or cost may be made no later than 30 days following such Excess Parachute Payment.added thereto; and B. any Imposition (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments including Impositions which will not have been made converted into installment payments by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”)Tenant, consistent with the calculations required as referred to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of paragraph (A) the Company’s receipt of Executive’s notice this Section) relating to a fiscal period of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result part of which period is included within the Term hereof and a part of which is included in the period of time after the expiration of the audit Term hereof shall (whether or contest no taxes are remittednot such Imposition shall be assessed, levied, confirmed, imposed upon or become a lien upon the date on which Premises, or shall become payable, during the audit is completed or there is a final Term hereof) be adjusted between Landlord and nonappealable settlement or other resolution Tenant as of the contestexpiration of the Term hereof, so that Tenant shall pay that portion of such Imposition attributable to the tenancy period and Landlord shall pay the remainder thereof.

Additional Payments. (ia) Anything in In the event that any payment or benefit (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) pursuant to the terms of this Agreement to the contrary notwithstandingor otherwise in connection with, if it is determined that any paymentor arising out of, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by his employment with the Company or any entity which effectuates a change in ownership or effective control of the Company or of a substantial portion of its assets (a "Payment" or other change in ownership) to or for the benefit of Executive "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay Employee will be entitled to Executive receive an additional payment or payments, as the case may be (referred to individually or collectively as a “GROSS"Gross-UP PAYMENT”Up Payment") in an amount equal such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receiving, after application of such taxes and the Excise Tax, other than interest and penalties imposed by reason of the Employee's failure to file timely a net tax return or pay taxes shown due on his return), including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount that would have been received hereunder had of the Gross-Up Payment equal to the Excise Tax not appliedimposed upon the Payments. (iib) Subject An initial determination as to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made at the Company's expense by a public an accounting firm that is selected by the Board Company and reasonably acceptable to the Employee which is designated as one of the largest national accounting firms in the United States (the “ACCOUNTING FIRM”) which "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations both and documentation to the Company and Executive the Employee within 15 business ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination. The Gross-Up Payment, if any, as determined pursuant to this Section 6(b) shall be paid by the Company to the Employee within five (5) days of the receipt of notice from the Determination. The existence of the dispute shall not in any way affect the Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company or Executive that shall promptly pay to the Employee any additional amount required by such resolution. If there has been a Excess Parachute is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee 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 (10) business days after the Employee 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 Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such earlier time as shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (i) give the Company any information reasonably requested by the Company or Executive relating to such claim, (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and ii) take such action in connection with contesting such claim as the Company shall enter into any agreement requested by the Accounting Firm reasonably request in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) writing from time to time, including, without limitation, accepting legal representation with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentclaim by an attorney reasonably selected by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by cooperate with the Company should have been made in good faith in order to effectively contest such claim, and (“UNDERPAYMENT”iv) or Gross-Up Payments will be made by permit the Company which should not have been made to participate in any proceedings relating to such claim, provided, however, that the Company shall bear and pay directly all costs and expenses (“OVERPAYMENT”)including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of on an after-tax basis, for any Excise Tax or additional Excise Taxincome tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 6(c), the Accounting Firm Company shall determine control all proceeding 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 Employee to pay the tax claimed and xxx for a refund, or contest the claim in any permissible manner, and the Employee 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 Employee to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Underpayment Employee, on an interest-free basis and shall indemnify and hold the Employee 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 has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) extension of the Code) statute of limitations relating to payment of taxes for the taxable year of the Employee 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 promptly paid by the Company limited to or for the benefit of Executive. If the amount of the issues with respect to which a Gross-Up Payment exceeds would be payable hereunder and the Employee 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 Employee of an amount necessary advanced by the Company pursuant to reimburse Executive for his Excise TaxSection 6(c), the Accounting Firm Employee becomes entitled to receive any refund with respect to such claim, the Employee shall determine (subject to the Company's complying with the requirements of Section 6(c)) promptly pay to the Company the amount of the Overpayment that has been made and any such Overpayment refund (together with any interest at paid or credited thereon after taxes applicable thereto). If, after the rate provided receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in Section 1274(b)(2writing of its intent to contest such denial of refund prior to the expiration of thirty (30) of the Code) days after such determination, then such advance shall be promptly paid by Executive forgiven and shall not be required to or for be repaid and the benefit amount of the Company. Executive such advance shall cooperateoffset, to the extent his expenses are reimbursed by the Companythereof, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes Gross-Up Payment required to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (ia) Anything in In the event that any payment or benefit (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")), to the Employee or for his benefit paid or payable or distributed or distributable (at any time or from time to time) pursuant to the terms of this Agreement to the contrary notwithstandingor otherwise in connection with, if it is determined that any paymentor arising out of, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by his employment with the Company or any entity which effectuates a change in ownership or effective control of the Company or of a substantial portion of its assets (a "Payment" or other change in ownership) to or for the benefit of Executive "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are being hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay Employee will be entitled to Executive receive an additional payment or payments, as the case may be (referred to individually or collectively as a “GROSS"Gross-UP PAYMENT”Up Payment") in an amount equal such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receiving, after application of such taxes and the Excise Tax, other than interest and penalties imposed by reason of the Employee's failure to file timely a net tax return or pay taxes shown due on his return), including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount that would have been received hereunder had of the Gross-Up Payment equal to the Excise Tax not appliedimposed upon the Payments. (iib) Subject An initial determination as to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made at the Company's expense by a public an accounting firm that is selected by the Board Company and reasonably acceptable to the Employee which is designated as one of the largest national accounting firms in the United States (the “ACCOUNTING FIRM”) which "Accounting Firm"). The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations both and documentation to the Company and Executive the Employee within 15 business ten (10) days of the Termination Date, as defined in Section 15, or such other time as requested by the Company or by the Employee (provided the Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably acceptable to the Employee that he has substantial authority not to report any Excise Tax on his federal tax return with respect to any such Payment or Payments. Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination. The Gross-Up Payment, if any, as determined pursuant to this Section 6(b) shall be paid by the Company to the Employee within five (5) days of the receipt of notice from the Determination. The existence of the dispute shall not in any way affect the Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a dispute, the Company or Executive that shall promptly pay to the Employee any additional amount required by such resolution. If there has been a Excess Parachute is no dispute, the Determination shall be binding, final and conclusive upon the Company and the Employee. (c) The Employee 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 (10) business days after the Employee 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 Employee shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Company (or such earlier time as shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, the Employee shall: (i) give the Company any information reasonably requested by the Company or Executive relating to such claim, (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and ii) take such action in connection with contesting such claim as the Company shall enter into any agreement requested by the Accounting Firm reasonably request in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) writing from time to time, including, without limitation, accepting legal representation with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentclaim by an attorney reasonably selected by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by cooperate with the Company should have been made in good faith in order to effectively contest such claim, and (“UNDERPAYMENT”iv) or Gross-Up Payments will be made by permit the Company which should not have been made to participate in any proceedings relating to such claim, provided, however, that the Company shall bear and pay directly all costs and expenses (“OVERPAYMENT”)including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold the Employee harmless, consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of on an after-tax basis, for any Excise Tax or additional Excise Taxincome tax, including interest and penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation of the foregoing provisions of this Section 6(c), the Accounting Firm Company shall determine control all proceeding 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 Employee to pay the tax claimed and sue xxx a refund, or contest the claim in any permissible manner, and the Employee 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 Employee to pay such claim and sue xxx a refund, the Company shall advance the amount of such payment to the Underpayment Employee, on an interest-free basis and shall indemnify and hold the Employee 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 has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) extension of the Code) statute of limitations relating to payment of taxes for the taxable year of the Employee 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 promptly paid by the Company limited to or for the benefit of Executive. If the amount of the issues with respect to which a Gross-Up Payment exceeds would be payable hereunder and the Employee 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 Employee of an amount necessary advanced by the Company pursuant to reimburse Executive for his Excise TaxSection 6(c), the Accounting Firm Employee becomes entitled to receive any refund with respect to such claim, the Employee shall determine (subject to the Company's complying with the requirements of Section 6(c)) promptly pay to the Company the amount of the Overpayment that has been made and any such Overpayment refund (together with any interest at paid or credited thereon after taxes applicable thereto). If, after the rate provided receipt by the Employee of an amount advanced by the Company pursuant to Section 6(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in Section 1274(b)(2writing of its intent to contest such denial of refund prior to the expiration of thirty (30) of the Code) days after such determination, then such advance shall be promptly paid by Executive forgiven and shall not be required to or for be repaid and the benefit amount of the Company. Executive such advance shall cooperateoffset, to the extent his expenses are reimbursed by the Companythereof, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes Gross-Up Payment required to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (ia) Anything Entitlement to Gross-up Payment. Notwithstanding anything in this Agreement Agreement, the 2000 Equity Award Plan, or any other agreement or plan to the contrary notwithstandingcontrary, if in the event it is determined that any payment, award, benefit payments or distribution (distributions by the Corporation or any acceleration affiliate (as defined under the Securities Act of any payment1933, awardas amended, benefit or distributionand the regulations thereunder) by the Company thereof or any entity which effectuates a change in control (or other change in ownership) person to or for the benefit of Executive the Executive, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Corporation or any such affiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any successor provision, or any interest or penalties are incurred by Executive with respect to such the excise tax (such the excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then (i) If liability for the Excise Tax can be avoided by reducing the total amount payable to the Executive under Sections 3(a) and (b) by an amount not exceeding 10% of the total thereof (the “Reduction Amount”), the amount payable to the Executive pursuant to Section 3(a)(ii) shall be reduced by the Reduction Amount. (ii) If liability for the Excise Tax cannot be avoided by reducing the total amount payable to the Executive by the Reduction Amount, then payment of amounts due the Company Executive under Section 3 shall pay not be reduced by the Reduction Amount and the Executive shall be entitled to Executive receive an additional payment from the Corporation (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to that required to result in Executive receiving, after application of the such taxes and any Excise Tax, a net amount that would have been received hereunder had ) imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the retains an amount of the Gross-Up Payment exceeds equal to the amount necessary to reimburse Executive for his Excise Tax, Tax imposed upon the Accounting Firm shall determine the Payments. (b) Calculation of Gross-up Payment. The amount of the Overpayment Gross-Up Payment will be calculated by the Corporation’s independent accounting firm, engaged immediately prior to the event that has been made triggered the payment, in consultation with the Corporation’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and any such Overpayment (together with interest at approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the rate provided in Section 1274(b)(2) application of Sections 280G and 4999 of the Code) shall , provided that the accounting firm’s determinations must be promptly paid by Executive to or for made with substantial authority (within the benefit meaning of Section 6662 of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestCode).

Additional Payments. (a) If any Underlying Asset or the Business shall suffer any damage, destruction or loss after the date hereof, but before the date of Closing, and such Asset or the Business and the related casualty are covered by any insurance policy maintained by any Person within the JR Group: (i) Anything Jamex Xxxer shall pay to Buyer, as soon as practicable after receipt by Jamex Xxxer, in this Agreement to cash, the contrary notwithstandingamount by which the proceeds from such policy in respect of such damage, if it is determined that destruction or loss exceed the sum of (A) any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) by amount recorded on the Company or any entity which effectuates Final Closing Audited Balance Sheet as a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive liability with respect to repair, restoration or replacement related to such excise tax damage, destruction or loss; (B) the amount by which the Assets included in the Final Closing Audited Balance Sheet shall have been reduced from the Assets shown on the December Balance Sheet by reason of such excise taxdamage, together with destruction or loss, and (C) any such interest and penaltiesamount paid by any Person within the JR Group after the date hereof in cash for the repair, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application restoration or replacement of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied.damaged or destroyed asset; and (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of Jamex Xxxer (A) the Company’s receipt of Executive’s notice of the amount of related taxes shall allow Buyer, at its sole cost and expense, to be paidpursue any claim under such policy in respect to such damage, destruction or loss or (B) Executive’s remittance shall pursue, upon reasonable written request of Buyer and at Buyer's sole cost and expense, any such claim on behalf, and for the related taxes benefit, of Buyer. (b) All proceeds of insurance which are applicable to insured claims of third parties included in the Assumed Liabilities and are received by any Person within the JR Group after Closing shall (i) be used to discharge, in whole or in part, the applicable Assumed Liabilities, (ii) be paid to Buyer if, and to the applicable taxing authority; provided that any extent that, such Assumed Liabilities have been discharged by Buyer or Buyer has made a reimbursement required under this SECTION 3.2(c) to Jamex River in respect of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, claim or (Yiii) be retained by Jamex Xxxer if, and to the taxes that are extent that, such Assumed Liabilities have been discharged by any Person within the subject JR Group and Buyer has not made a reimbursement to Jamex Xxxer in respect of such contest are remitted claim. Jamex Xxxer shall use its reasonable best efforts to pursue the applicable taxing authority, or where as a result collection of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestsuch insured claims.

Additional Payments. (iIn the event that Jxxxxxx becomes entitled to payments under paragraph 5(a) Anything in or 5(b) of this Agreement Agreement, the Company shall cause its independent auditors promptly to review, at the contrary notwithstandingCompany’s sole expense, if it is determined the applicability of Section 4999 of the Code to such payments. If such auditors shall determine that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) type by the Company or any entity which effectuates a change in control (or other change in ownership) to Jxxxxxx or for his benefit, whether paid or payable or distributed or distributable pursuant to the benefit terms of Executive this Agreement or otherwise (the “Total Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company Jxxxxxx shall pay be entitled to Executive receive an additional cash payment (a “GROSSGross-UP PAYMENTUp Payment”) in within 30 days of such determination equal to an amount equal such that after payment by Jxxxxxx of all taxes (including any interest or penalties imposed with respect to that required to result in Executive receivingsuch taxes), after application of the including any Excise Tax, a net amount that would have been received hereunder had imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the Jxxxxxx would retain an amount of the Gross-Up Payment exceeds equal to the amount necessary to reimburse Executive for his Excise Tax, Tax imposed upon the Accounting Firm shall determine the amount Total Payments. For purposes of the Overpayment that has been made and any such Overpayment (together with interest at the foregoing determination, Jxxxxxx’x tax rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive deemed to or for be the benefit highest statutory marginal state and Federal tax rate (on a combined basis) (including Jxxxxxx’x share of the CompanyF.I.C.A. and Medicare taxes) then in effect. Executive shall cooperate, to the extent his expenses are reimbursed If no determination by the Company’s auditors is made prior to the time a tax return reflecting the Total Payments is required to be filed by Jxxxxxx, with he will be entitled to receive a Gross-Up Payment calculated on the basis of the Total Payments reported by Jxxxxxx in such tax return, within 30 days of the filing of such tax return. In all events, if any reasonable requests tax authority determines that a greater Excise Tax should be imposed upon the Total Payments than is determined by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice independent auditors or reflected in Jxxxxxx’x tax return pursuant to this Section 6, Jxxxxxx shall be entitled to receive the full Gross-Up Payment calculated on the basis of the amount of related taxes Excise Tax determined to be paid, or (B) Executive’s remittance of payable by such tax authority from the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 Company within 30 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestdetermination.

Additional Payments. (i) Anything in this Agreement Subject to the contrary notwithstandinglimitations of Sections 3.5, if it is determined that 3.7 and 4.1 hereof, the City shall pay the following amounts to the following persons, all as “Additional Payments” under this Series 2021 Supplemental Financing Agreement: (a) to the Trustee, when due, all reasonable fees and charges for its services rendered under the Indenture, this Series 2021 Supplemental Financing Agreement and any paymentother Transaction Documents, award, benefit or distribution and all reasonable expenses (or any acceleration including without limitation reasonable fees and charges of any paymentPaying Agent, awardbond registrar, benefit or distribution) by the Company or any entity which effectuates a change in control (counsel, accountant, engineer or other change person) incurred in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment duties of the Trustee under SECTION 3.2(cthe Indenture or this Series 2021 Supplemental Financing Agreement for which the Trustee and other persons are entitled to repayment or reimbursement; (b) to the Trustee, upon demand, an amount necessary to pay rebatable arbitrage in accordance with the Tax Compliance Agreement and the Indenture; (c) to the Board, on the Bond Issuance Date, its regular administrative and issuance fees and charges, if any, and all expenses (including without limitation attorney’s fees) incurred by the Board in relation to the transactions contemplated by this Series 2021 Supplemental Financing Agreement and the Indenture, which are not otherwise to be paid by the City under this Series 2021 Supplemental Financing Agreement or the Indenture; (d) to the appropriate person, such payments as are required (i) as payment for or reimbursement of any and all reasonable costs, expenses and liabilities incurred by the Board or the Trustee or any of them in satisfaction of any obligations of the City hereunder that the City does not perform, or incurred in the defense of any action or proceeding with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. the Project, this Series 2021 Supplemental Financing Agreement or the Indenture, or (iiiii) As a result as reimbursement for expenses paid, or as prepayment of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, by the Board or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes Trustee and that are the subject of such contest are remitted to the applicable taxing authority, or where incurred as a result of a request by the audit City, or contest no taxes are remitteda requirement of this Series 2021 Supplemental Financing Agreement and that the City is not otherwise required to pay under this Series 2021 Supplemental Financing Agreement; (e) to the appropriate person, amounts to be paid pursuant to the date on which Tax Compliance Agreement; (f) to the audit is completed appropriate person, any other amounts required to be paid by the City under this Series 2021 Supplemental Financing Agreement or there is a final and nonappealable settlement or other resolution the Indenture; and (g) any past due Additional Payments shall continue as an obligation of the contestCity until they are paid and shall bear interest at the Prime Rate plus 2% during the period such Additional Payments remain unpaid.

Additional Payments. (ia) Anything in this Agreement to Consistent with the contrary notwithstandingPrior Agreement, if it is shall be determined that any paymentamount, awardright or benefit paid, benefit distributed or distribution (treated as paid or any acceleration of any payment, award, benefit or distribution) distributed by the Company or any entity which effectuates a change in control (or other change in ownership) of its affiliates to or for the Executive’s benefit of Executive in connection with the Merger (other than any amounts payable pursuant to this Section 8) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as collectively, the “EXCISE TAXExcise Tax”), then the Company Executive shall pay be entitled to Executive receive an additional payment (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal to the amount necessary such that required after payment by the Executive of all federal, state and local taxes (including any interest or penalties imposed with respect to result in such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive receiving, after application retains an amount of the Excise Tax, a net amount that would have been received hereunder had Gross-Up Payment equal to the Excise Tax not appliedimposed upon the Payments. (iib) Subject to clause (i), all All determinations required to be made under this SectionSection 8, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinations, determination shall be made by a an independent public accounting firm that is selected by the Board Purchaser (the “ACCOUNTING FIRMAccounting Firm”) which ). The Accounting Firm shall provide detailed supporting calculations to both to the Company and the Executive within 15 business days of the receipt of notice from the Executive or the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm shall be borne solely paid by the Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive (or to the Internal Revenue Service (the “IRS”) or other applicable taxing authority on the Executive’s behalf) within five days of the receipt of the Accounting Firm’s determination. All determinations made by the Accounting Firm shall be binding upon the Company and the Company shall enter into Executive; provided that following any agreement requested by the Accounting Firm in connection with the performance payment of the services hereunder. The a Gross-Up Payment under SECTION 3.2(cto the Executive (or to the IRS or other applicable taxing authority on the Executive’s behalf), the Company may require the Executive to xxx for a refund of all or any portion of the Excise Taxes paid on the Executive’s behalf, in which event the provisions of Section 8(c) with respect to any Excess Parachute Payments made to Executive below shall be made no later than 30 days following such Excess Parachute Payment. (iii) apply. As a result of the uncertainty in regarding the application of Section 4999 of the Code at the time of the Determinationhereunder, it is possible that the IRS may assert that Excise Taxes are due that were not included in the Accounting Firm’s calculation of the Gross-Up Payments which will not have been made by (an “Underpayment”). If the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by exhausts its remedies pursuant to this Section 8 and the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) additional Gross-Up Payments that are due as a result thereof shall be promptly paid by the Company to the Executive (or for to the benefit IRS or other applicable taxing authority on Executive’s behalf). (c) The Executive shall notify the Company and the Purchaser in writing of Executive. If any claim by the amount IRS that, if successful, would require the payment by the Company of the Gross-Up Payment exceeds Payment. Such notification shall be given as soon as practicable but no later than 10 business days after the amount necessary Executive receives written notification of such claim and shall apprise the Company and the Purchaser of the nature of such claim and the date on which such claim is requested to reimburse be paid. The Executive for his Excise Taxshall not pay such claim prior to the expiration of the 30- day period following the date on which it gives such notice to the Company and the Purchaser (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company or the Purchaser notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Accounting Firm Executive shall: (i) give the Company and the Purchaser all information reasonably requested by the Company and the Purchaser relating to such claim; (ii) take such action in connection with contesting such claim as the Company and the Purchaser shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Purchaser and ceasing all efforts to contest such claim; (iii) cooperate with the Company and the Purchaser in good faith in order to effectively contest such claim; and (iv) permit the Company and the Purchaser to participate in any proceeding relating to such claim; provided, however, that the Company shall bear and pay directly all reasonable 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, from 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 expense. Without limiting the foregoing provisions of this Section 8, the Company and the Purchaser 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 and the Purchaser shall determine and direct; provided, however, that if the amount of Company and the Overpayment that has been made and any such Overpayment (together with interest at Purchaser direct the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or pay such claim and xxx for a refund, the benefit of the Company. Executive shall cooperateCompany shall, to the extent his expenses are reimbursed permitted by law, 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 statute of limitations relating to payment of taxes for the Executive’s taxable year with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s and the Purchaser’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 CompanyIRS or any other taxing authority. (d) If, with any reasonable requests after the Executive’s receipt of an amount paid or advanced by the Company in connection pursuant to this Section 8, the Executive becomes entitled to receive any refund with respect to such claim, the Executive shall promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the Executive’s receipt of an amount advanced by the Company pursuant to this Section 8 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 writing of its intent to contest or disputes with such denial of refund prior to the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 expiration of 30 days after the earlier of (A) the Company’s receipt of Executive’s notice of such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of related taxes such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding anything to the contrary contained herein, or (B) in no event shall any payment be made pursuant to this Section 8 after the end of the Executive’s remittance of taxable year next following the Executive’s taxable year in which the Executive remits any related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestIRS.

Additional Payments. (i) Anything In connection with any assignment of rights and obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in this Agreement addition to the contrary notwithstandingother conditions thereto set forth herein, if it is determined the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or sub-participations, or other compensating actions, including funding, CHAR1\1806478v11CHAR1\1928004v5 WITH THE CONSENT OF THE BORROWER AND THE ADMINISTRATIVE AGENT, THE APPLICABLE PRO RATA SHARE OF LOANS PREVIOUSLY REQUESTED BUT NOT FUNDED BY THE DEFAULTING LENDER, TO EACH OF WHICH THE APPLICABLE ASSIGNEE AND ASSIGNOR HEREBY IRREVOCABLY CONSENT), TO (A) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, any L/C Issuer or any Lender hereunder (and interest accrued thereon) and (B) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Applicable Percentage. Notwithstanding the foregoing, in the event that any payment, award, benefit or distribution (or any acceleration assignment of rights and obligations of any payment, award, benefit or distribution) by Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the Company or any entity which effectuates a change in control provisions of this clause (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”b)(vi), then the Company assignee of such interest shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required be deemed to be made under a Defaulting Lender for all purposes of this Section, including whether and when a Gross-Up Payment is required, the amount of Agreement until such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentcompliance occurs. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i) Anything Notwithstanding anything in this Agreement or any other agreement to the contrary notwithstandingcontrary, if in the event it is determined that any paymentpayments or distributions (including, awardwithout limitation, the vesting of an option or other non-cash benefit or distribution (property or any acceleration the forgiveness of any payment, award, benefit or distributionindebtedness) by the Company Corporation or any entity which effectuates a change in control affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other change in ownership) person to or for the benefit of Executive the Employee, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Corporation or any such affiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any successor provision, or any interest or penalties are incurred by Executive with respect to such the excise tax (such the excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company shall pay Employee will be entitled to Executive receive an additional payment from the Corporation (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal that after payment by the Employee of all taxes (including, without limitation, any interest or penalties imposed with respect to that required to result in Executive receiving, after application of the such taxes and any Excise Tax, a net amount that would have been received hereunder had ) imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the Employee retains an amount of the Gross-Up Payment exceeds equal to the Excise Tax imposed upon the Payments. The amount necessary of the Gross-Up Payment will be calculated by the Corporation’s independent accounting firm, engaged immediately prior to reimburse Executive for his the event that triggered the payment, in consultation with the Corporation’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Gross-Up Payment will be paid on the Employee’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Corporation will pay any additional amount to the Employee or the Employee will pay any excess amount to the Corporation, as the case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Employee within 30 days of the Employee providing substantiation of the claim made by the IRS. After payment to the Employee of the Gross-Up Payment, the Employee will provide to the Corporation any information reasonably requested by the Corporation relating to the Excise Tax, the Accounting Firm shall determine Employee will take those actions as the amount of Corporation reasonably requests to contest the Overpayment that has been made and any such Overpayment (together with interest at the rate provided Excise Tax, cooperate in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes good faith with the Internal Revenue Service Corporation to effectively contest the Excise Tax and permit the Corporation to participate in connection with any proceedings contesting the Excise Tax. The Company shall in Corporation will bear and pay directly all costs and expenses (including any event pay interest or penalties on the Excise Tax), and indemnify and hold the Employee harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any Underpayment due amount of an Excise Tax is not properly owed, the Employee will refund to Executive no later than 15 days after the earlier of (A) Corporation the Company’s receipt of Executive’s notice related amount of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestGross-Up Payment.

Additional Payments. (ia) Anything In the event that the Executive becomes entitled to the payments under Section 4 hereof, if any of the payments or benefits received or to be received by the Executive in connection with the transactions contemplated by the Stock Purchase Agreement or the Executive's termination of employment within 2 years thereof (whether pursuant to the terms of this Agreement to the contrary notwithstanding, if it is determined that any payment, award, benefit or distribution (or any acceleration of other plan, arrangement or agreement with the Company, any payment, award, benefit Person whose actions result in a Change in Control or distribution) by any Person affiliated with the Company or any entity which effectuates a change in control such Person) (or other change in ownershipall such payments and benefits, excluding the Gross-Up Payment, being hereinafter referred to as the "Total Payments") to or for the benefit of Executive would will be subject to the excise tax (the "Excise Tax") imposed by Section under section 4999 of the Internal Revenue Code of 1986, as amended (“EXCESS PARACHUTE PAYMENTS”the "Code"), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to the Executive an additional payment amount (a “GROSSthe "Gross-UP PAYMENT”Up Payment") in an such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to that required to result in Executive receiving, after application the Total Payments. (b) For purposes of determining whether any of the Excise Tax, a net amount that would have been received hereunder had Total Payments will be subject to the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount (i) all of the Underpayment that has occurred and any such Underpayment Total Payments shall be treated as "parachute payments" (together with interest at within the rate provided in Section 1274(b)(2)(Bmeaning of section 280G(b)(2) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the accounting firm which was, immediately prior to the Change in Control, the Company's independent auditor (the "Auditor"), such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the Code, (ii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be promptly paid treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount (within the meaning of section 280G(b)(3) of the Code) allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company to or for Auditor in accordance with the benefit principles of Executivesections 280G(d)(3) and (4) of the Code. If For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment exceeds is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Executive's residence on the Date of Termination (or if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Section), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount necessary to reimburse Executive for his Excise Taxtaken into account hereunder in calculating the Gross-Up Payment, the Accounting Firm Executive shall determine repay to the Company, within five (5) business days following the time that the amount of such reduction in the Overpayment Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (plus that has been made portion of the Gross-Up Payment attributable to the Excise Tax and any federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by the Executive, to the extent that such Overpayment (together with repayment results in a reduction in the Excise Tax and a dollar-for-dollar reduction in the Executive's taxable income and wages for purposes of federal, state and local income and employment taxes, plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2section 1274(b)(2)(B) of the Code) shall be promptly paid by Executive to or for . In the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with event that the Excise Tax. The Company shall in any event pay any Underpayment due Tax is determined to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing payment the existence or amount of a tax liability which cannot be determined at the time of the Gross-Up Payment), the Company shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject make an additional Gross-Up Payment in respect of such contest are remitted excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) within five (5) business days following the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the applicable taxing authorityTotal Payments. EXHIBIT C EMPLOYEE OPTION AGREEMENT EMPLOYEE OPTION AGREEMENT, or where dated as a result of the audit or contest no taxes are remittedGrant Date, by and between the date on which Optionee and Hexcel Corporation (the audit is completed or there is a final and nonappealable settlement or other resolution of the contest"Corporation").

Additional Payments. (i) 7.1. Anything in this Agreement to the contrary notwithstanding, if in the event it is shall be determined that any payment, award, benefit or distribution (the Grantee shall become entitled to payments and/or benefits provided by this Agreement or any acceleration of any payment, award, benefit other agreement or distribution) by the Company or any entity which effectuates arrangement between Syntroleum and Grantee resulting from a change in of ownership or effective control of Syntroleum covered by Section 280G(b )(or other 2) of the Code as a result of such change in ownership) to ownership or for effective control of Syntroleum (a “Payment”), and if the benefit of Executive payment would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive the Grantee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company Grantee shall pay be entitled to Executive receive an additional payment (a “GROSSGross-UP PAYMENTUp Payment”) in an amount such that after payment by the Grantee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Grantee retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the Payments. (ii) Subject to clause (i), all 7.2. All determinations required to be made under this Sectionparagraph 7, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a public nationally or regionally recognized accounting firm that is selected by the Board (the “ACCOUNTING FIRMAccounting Firm”) which shall provide detailed supporting calculations both to Syntroleum and the Company and Executive Grantee within 15 business days of the receipt of notice from the Company or Executive Grantee that there has been a Excess Parachute Payment, or such earlier time as is requested by Syntroleum. The Accounting Firm shall be jointly selected by Syntroleum and the Company Grantee and shall not, during the two years preceding the date of its selection, have acted in any way on behalf of Syntroleum or Executive (collectively, the “DETERMINATION”)its affiliated companies. All fees and expenses of the Accounting Firm Xxxx shall be borne solely by Syntroleum. Any Gross-Up Payment, as determined pursuant to this paragraph 7, shall be paid by Syntroleum to the Company and Grantee within five (5) days of the Company receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Grantee, it shall enter into any agreement requested furnish the Grantee with a written opinion, based upon “substantial authority” (within the meaning of Section 6230 of the Code), that failure to report the Excise Tax on the Grantee’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) binding upon Syntroleum and the Grantee, absent manifest error. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determinationinitial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company Syntroleum should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENTUnderpayment”), consistent with the calculations required to be made hereunder. If Executive In the event that Grantee thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive Syntroleum to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestGrantee.

Additional Payments. (iIn connection with any assignment of rights and(vi) Anything obligations of any Defaulting Lender hereunder, no such assignment shall be effective unless and until, in this Agreement addition to the contrary notwithstandingother conditions thereto set forth herein, if it is determined the parties to the assignment shall make such additional payments to the Administrative Agent in an aggregate amount sufficient, upon distribution thereof as appropriate (which may be outright payment, purchases by the assignee of participations or subparticipations, or other compensating actions, including funding, with the consent of the Borrower and the Administrative Agent, the applicable pro rata share of Loans previously requested but not funded by the Defaulting Lender, to each of which the 124 130164155_5 142964982_4 applicable assignee and assignor hereby irrevocably consent), to (x) pay and satisfy in full all payment liabilities then owed by such Defaulting Lender to the Administrative Agent, the Issuing Bank, the Swingline Lender and each other Lender hereunder (and interest accrued thereon), and (y) acquire (and fund as appropriate) its full pro rata share of all Loans and participations in Letters of Credit and Swingline Loans in accordance with its Revolving Commitment Percentage. Notwithstanding the foregoing, in the event that any payment, award, benefit or distribution (or any acceleration assignment of rights and obligations of any payment, award, benefit or distribution) by Defaulting Lender hereunder shall become effective under Applicable Law without compliance with the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit provisions of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”)this paragraph, then the Company assignee of such interest shall pay be deemed to Executive an additional payment (be a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application Defaulting Lender for all purposes of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) this Agreement until such compliance occurs. Subject to clause acceptance and recording thereof by the Administrative Agent pursuant to subsection (i), all determinations required to be made under c) of this Section, including whether from and when a Gross-Up Payment is requiredafter the effective date specified in each Assignment Agreement, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, assignee thereunder shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both party to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperatethis Agreement and, to the extent his expenses are reimbursed of the interest assigned by such Assignment Agreement, have the rights and obligations of a Lender under this Agreement, and the assigning Lender thereunder shall, to the extent of the interest assigned by such Assignment Agreement, be released from its obligations under this Agreement (and, in the case of an Assignment Agreement covering all of the assigning Lender’s rights and obligations under this Agreement, such Lender shall cease to be a party hereto) but shall continue to be entitled to the benefits of Sections 3.1, 3.2, 3.3 and 11.2 with respect to facts and circumstances occurring prior to the effective date of such assignment; provided, that except to the extent expressly agreed by the Companyaffected parties, no assignment by a Defaulting Lender will constitute a waiver or release of any claim of any party hereunder arising from that Lender’s having been a Defaulting Lender. The Borrower will execute and deliver on request, at its own expense, Notes to the assignee evidencing the interests taken by way of assignment hereunder. Any assignment or transfer by a Lender of rights or obligations under this Agreement that does not comply with this subsection shall be treated for purposes of this Agreement as a sale by such Lender of a participation in such rights and obligations in accordance with subsection (d) of this Section. Register. The Administrative Agent, acting solely for this purpose as an agent of the(c) Borrower, shall maintain at one of its offices in the United States, a copy of each Assignment Agreement delivered to it (or the equivalent thereof in electronic form) and a register for the recordation of the names and addresses of the Lenders, and the Commitments of, and principal amounts (and stated interest) of the Loans and Obligations owing to, each Lender pursuant to the terms hereof from time to time (the “Register”). The entries in the Register shall be conclusive absent manifest error, and the Borrower, the Administrative Agent and the Lenders shall treat each Person whose name is recorded in the Register pursuant to the terms hereof as a Lender hereunder for all purposes of this Agreement. The Register shall be available for inspection by the Borrower and any Lender, at any reasonable requests by time and from time to time upon reasonable prior notice. This Section shall be construed such that the Company Loans are at all times maintained in registered form within the meanings of Sections 163(f), 871(h)(2) and 881(c)(2) of the Internal Revenue Code. Participations. Any Lender may at any time, without the consent of, or notice to, the(d) Borrower or the Administrative Agent, sell participations to any Person (other than a natural Person, a Defaulting Lender or the Borrower or any of the Borrower’s Affiliates or Subsidiaries) (each, a “Participant”) in all or a portion of such Lender’s rights and/or obligations under this Agreement (including all or a portion of its Commitments and/or the Loans owing to it); provided that (i) such Lender’s obligations under this Agreement shall remain unchanged, (ii) such Lender shall remain solely responsible to the other parties hereto for the performance of such obligations, and (iii) the Borrower, the Administrative Agent, the Issuing Bank and the Lenders shall continue to deal solely and directly with such Lender in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Companysuch Lender’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required rights and obligations under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing Agreement. For the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.125 130164155_5 142964982_4

Additional Payments. The Company shall make the following payments ("Additional Payments") within 30 days after demand: (i) Anything in this Agreement To the Issuer, reimbursement for any and all costs, reasonable expenses and liabilities paid or incurred by the Issuer, including, but not limited to, reasonable fees and disbursements of counsel and financial advisors which relate directly or indirectly to the contrary notwithstanding, if it is determined that any payment, award, benefit 1997 Project or distribution (or any acceleration are in satisfaction of any payment, award, benefit or distribution) obligations of the Company to the Issuer hereunder which are not performed in accordance with the terms hereof by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”) in an amount equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied.Company; (ii) Subject to clause (i)To the Issuer, reimbursement for or prepayment of any and all determinations required reasonable costs, expenses, and liabilities paid or incurred or to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected paid or incurred by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company Issuer or any of its directors, officers, employees and Executive within 15 business days agents, including, but not limited to, reasonable fees and disbursements of the receipt of notice from the Company or Executive that there has been a Excess Parachute Paymentcounsel and financial advisors, or such earlier time as is and requested by the Company or Executive required by this Agreement or by the Act in connection with the Issuer's rights and obligations hereunder; (collectively, iii) the “DETERMINATION”). All fees and expenses of the Accounting Firm shall Rebate Consultant; (iv) all attorneys' fees and disbursements or indemnity payments required under Section 5.20 or Article VIII hereof; (v) a fee to the Issuer in an annual amount not in excess of 0.1% of the original principal amount of the Bonds for the purpose of defraying a portion of the Issuer's administrative expenses, with such obligation to be borne solely invoiced by the Company Issuer on a quarterly, semi-annual, or annual basis in the Issuer's sole discretion and continuing while any portion of the Bonds are outstanding; provided that the Borrower shall notify the Issuer if the Borrower's payment under this item would violate any applicable law, including, without limitation, any applicable law relative to arbitrage; (vi) To the Trustee and the Company shall enter into Paying Agent the reasonable fees, charges and expenses of the Trustee and Paying Agent under this Agreement, as well as reimbursement for any agreement requested and all reasonable costs, expenses (including, without limitation, reasonable attorneys' fees) and liabilities paid or incurred by the Accounting Firm Trustee or Paying Agent in satisfaction of any obligations of the Company hereunder which are not performed in accordance with the terms hereof by the Company; and (vii) To the Trustee and the Paying Agent, all reasonable costs and expenses, whether ordinary or extraordinary (including, without limitation, reasonable attorneys' fees) incurred in the preparation, negotiation, execution, interpretation and administration of this Agreement, any amendments to any of the foregoing, as well as all costs and expenses (including, without limitation, reasonable attorneys' fees) related to or in respect of the Trustee's and/or any Bondholder's efforts to collect and/or enforce any of the Trustee's and/or such Bondholders' rights and remedies hereunder (whether or not legal action is instituted in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Paymentefforts). (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstandingnotwithstanding and except as set forth below, if in the event it is shall be determined that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) the affiliated companies to or for the benefit of Executive the Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise but determined without regard to any additional payments required under this Section 8) (the "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (“EXCESS PARACHUTE PAYMENTS”the "Code"), or any interest or penalties are incurred by Executive the Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as collectively, the “EXCISE TAX”"Excise Tax"), then the Company Employee shall pay be entitled to Executive receive an additional payment (a “GROSSthe "Gross-UP PAYMENT”Up Payment") in an amount such that after payment by the Employee of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Section 8(a), if it shall be determined that the Employee is entitled to the Gross-Up Payment, but that the Payments do not appliedexceed 110% of the greatest amount that could be paid to the Employee such that the receipt of the Payments would not give rise to any Excise Tax (the "Reduced Amount"), then no Gross-Up Payment shall be made to the Employee and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (iib) Subject to clause (ithe provisions of Section 8(c), all determinations required to be made under this SectionSection 8, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a such nationally-recognized certified public accounting firm that is selected as may be designated by the Board Employee (the “ACCOUNTING FIRM”"Accounting Firm") which that shall provide detailed supporting calculations both to the Company and Executive the Employee within 15 business days of the receipt of notice from the Company or Executive Employee that there has been a Excess Parachute Payment, Payment or such earlier time as is requested by the Company Company. In the event that the Accounting Firm is serving as accountant or Executive (collectivelyauditor for the individual, entity or group effecting the Change of Control, the “DETERMINATION”Employee shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company and Company. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company shall enter into any agreement requested to the Employee within five days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determinationinitial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which that will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”"Underpayment"), consistent with the calculations required to be made hereunder. If Executive In the event the Company exhausts its remedies pursuant to Section 8(c) and the Employee thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount Employee. (c) The Employee 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 exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) Payment. Such notification shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive given as soon as practicable but no later than 15 10 business days after the earlier Employee is informed in writing of (A) such claim and shall apprise the Company’s receipt of Executive’s notice Company of the amount nature of related taxes such claim and the date on which such claim is requested to be paid, or (B) Executive’s remittance . The Employee shall not pay such claim prior to the expiration of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, 30-day period following the date on which the audit Employee gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is completed due). If the Company notifies the Employee in writing prior to the expiration of such period that the Company desires to contest such claim, the Employee shall: (i) give 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, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings 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 Employee harmless, on an after-tax basis, for any Excise Tax or there is income tax (including interest and penalties with respect thereto) imposed as a final result of such representation and nonappealable settlement payment of costs and expenses. Without limitation on the foregoing provisions of this Section 8(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole option, may pursue or other resolution forgo any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole option, either direct the Employee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and the Employee 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 Employee to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to the Employee, on an interest-free basis, and shall indemnify and hold the Employee 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 provided, further, that any extension of the statute of limitations relating to payment of taxes for the taxable year of the Employee 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 the Gross-Up Payment would be payable hereunder, and the Employee 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 Employee of an amount advanced by the Company pursuant to Section 8(c), the Employee becomes entitled to receive any refund with respect to such claim, the Employee shall (subject to the Company's complying with the requirements of Section 8(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Employee of an amount advanced by the Company pursuant to Section 8(c), a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the Company does not notify the Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Additional Payments. If, for any taxable year, Executive shall be liable for the payment of an excise tax under Section 4999 or other substitute or similar tax assessment (ithe "Excise Tax") Anything in this Agreement to of the contrary notwithstandingInternal Revenue Code of 1986, if it is determined that any paymentas amended (the "Code"), award, benefit or distribution (or any acceleration including the corresponding provisions of any paymentsucceeding law, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxany payments under this Section 12 or any payments and/or benefits under this Agreement or under any benefit plan of the Company applicable to Executive individually or generally to executives or employees of the Company, together with any such interest and penaltiesthen, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive the Executive, subject to Section 15 hereof by paying the withholding for the Executive, an additional payment amount (a “GROSSthe "Gross-UP PAYMENT”Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on such payments and benefits and any federal, state and local income tax and Excise Tax upon payments provided for in an amount this Section 12, shall be equal to that required the payments due to result in the Executive receiving, after application hereunder and the payments and/or 101 benefits due to the Executive under any benefit plan of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Company. Each Gross-Up Payment is required, shall be made in good funds upon the amount later of (i) five (5) days after the date the Executive notifies the Company or the Company receives notice from the certified public accounting firm of its need to make such Gross-Up Payment, or (ii) the date of any payment causing the liability for such Excise Tax. The amount of any Gross-Up Payment and the assumptions to be used in arriving at such determinations, under this section shall be made computed by a nationally recognized certified public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely designated jointly by the Company and the Company shall enter into any agreement requested Executive. The cost of such services by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive accounting firm shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of paid by the uncertainty in Company. If the application of Section 4999 of Company and the Code at Executive are unable to designate jointly the time of accounting firm, then the Determination, it is possible that Gross-Up Payments which will not have been made firm shall be the accounting firm used by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, immediately prior to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company Change in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestControl.

Additional Payments. (i) Anything Notwithstanding anything in this Agreement Agreement, the 2000 Equity Award Plan, or any other agreement or plan to the contrary notwithstandingcontrary, if in the event it is determined that any payment, award, benefit payments or distribution (distributions by the Corporation or any acceleration affiliate (as defined under the Securities Act of any payment1933, awardas amended, benefit or distributionand the regulations thereunder) by the Company thereof or any entity which effectuates a change in control (or other change in ownership) person to or for the benefit of Executive the Executive, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Corporation or any such affiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any successor provision, or any interest or penalties are incurred by Executive with respect to such the excise tax (such the excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company shall pay Executive will be entitled to Executive receive an additional payment from the Corporation (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to that required to result in Executive receiving, after application of the such taxes and any Excise Tax, a net amount that would have been received hereunder had ) imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the retains an amount of the Gross-Up Payment exceeds equal to the Excise Tax imposed upon the Payments. The amount necessary of the Gross-Up Payment will be calculated by the Corporation’s independent accounting firm, engaged immediately prior to reimburse the event that triggered the payment, in consultation with the Corporation’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Gross-Up Payment will be paid on the Executive’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Corporation will pay any additional amount to the Executive for his or the Executive will pay any excess amount to the Corporation, as the case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Corporation any information reasonably requested by the Corporation relating to the Excise Tax, the Accounting Firm shall determine Executive will take those actions as the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any Corporation reasonable requests by to contest the Company Excise Tax, cooperate in connection with any contest or disputes good faith with the Internal Revenue Service Corporation to effectively contest the Excise Tax and permit the Corporation to participate in connection with any proceedings contesting the Excise Tax. The Company shall in Corporation will bear and pay directly all costs and expenses (including any event pay interest or penalties on the Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any Underpayment due amount of an Excise Tax is not properly owed, the Executive will refund to Executive no later than 15 days after the earlier of (A) Corporation the Company’s receipt of Executive’s notice related amount of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestGross-Up Payment.

Additional Payments. (i) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it is determined (as hereafter provided) that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for the benefit of Executive the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any share option, share appreciation right, dividend equivalent right, restricted shares of similar right, the lapse or termination of any restriction on or the vesting or exercise ability of any of the foregoing (any such payment or distribution, a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue code of 1986, as amended (the "Code") (or any successor provision thereto),by reason of being considered "contingent on a change in ownership or control" of the Company, within the meaning of Section 280G of the Code (“EXCESS PARACHUTE PAYMENTS”)or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties are incurred by Executive with respect to such excise tax (such excise taxtax or taxes, together with any such interest and penalties, are hereinafter being hereafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay Executive will be entitled to Executive receive an additional payment (or payments(collectively, a “GROSS"Gross-UP PAYMENT”) in an amount equal Up Payment"); PROVIDED, HOWEVER, that no Gross-up Payment will be made with respect to that required to result in Executive receiving, after application of the Excise Tax, a net if any, attributable to (A) any incentive share option ("ISO") granted prior to the execution of this Agreement or (B) any share appreciation or similar right, whether or not limited, granted in tandem with any ISO described in clause (A) of this sentence. The Gross-Up Payment will be in an amount that would such that, after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax imposed upon the Gross-Up Payment, the Executive will have been received hereunder had an amount of the Gross-Up Payment equal to the Excise Tax not appliedimposed upon the Payment. (ii) Subject to clause (ithe provisions of Section 8(d)(vi), all determinations required to be made under this SectionSection 8(e), including whether an Excise Tax is payable by the Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required, required to be paid by the Company to the Executive and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinationsPayment, shall if any, will be made by a public nationally recognized accounting firm that is (the "Accounting Firm") selected by the Board (Executive in the “ACCOUNTING FIRM”) which shall provide Executive's sole discretion. The Executive will direct the Accounting Firm to submit its determination and detailed supporting calculations to both to the Company and the Executive within 15 business 30 calendar days of after the receipt of notice from the Company Executive's termination date, and any such other time or Executive that there has been a Excess Parachute Payment, or such earlier time times as is may be requested by the Company or Executive (collectively, of the “DETERMINATION”)Executive. All fees and expenses of If the Accounting Firm shall be borne solely determines that any Excise Tax is payable by the Executive, the Company will pay the required Gross-Up Payment to the Executive within five business days after receipt of such determination and calculations with respect to any Payment to the Executive. If the Accounting firm determines that no Excise Tax is payable by the Executive, it will, at the same time as it makes such determination, furnish the Company and the Company shall enter into Executive an opinion that the Executive has substantial authority not to report any agreement requested by Excise Tax on the Accounting Firm in connection with the performance of the services hereunderExecutive's federal, state or local income or other tax return. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) and the possibility of similar uncertainty regarding applicable state or local tax law at the time of any determination by the DeterminationAccounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”an "Underpayment"), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 8(d)(vi) and the Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Executive will direct the Accounting Firm shall to determine the amount of the Underpayment that has occurred and any to submit its determination and detailed supporting calculations to both the Company and the Executive as promptly as possible. Any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall will be promptly paid by the Company to to, or for the benefit of, the Executive within five business days after receipt of such determination and calculations. (iii) The Company and the Executive will each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation of and issuance of the determinations and calculations contemplated by Section 8(d)(ii). If Any determination by the Accounting Firm as to the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall will be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by binding upon the Company in connection with any contest or disputes with and the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (i) Anything Notwithstanding any other provisions of this Agreement, whether or not there occurs a Termination of Employment, in this Agreement to the contrary notwithstanding, if event it is shall be determined that any paymentpayment or benefit received or to be received by the Executive in connection with a Change of Control of the Company or the termination of the Executive's employment, award, benefit or distribution (whether pursuant to the terms of this Agreement or any acceleration other plan, arrangement or agreement with the Company, any entity whose actions result in a Change of any payment, award, benefit or distribution) by Control of the Company or any entity which effectuates affiliated with the Company or such entity (any such payment or benefit being hereinafter called a change in control (or other change in ownership) to or for the benefit of Executive "Payment," and all such payments and benefits being hereinafter called "Total Payments"), would be subject (in whole or part) to the excise tax imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (“EXCESS PARACHUTE PAYMENTS”the "Code"), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”"Excise Tax"), then the Company shall pay to the Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income tax, FICA and Excise Tax upon the payment (a “GROSS-UP PAYMENT”) in an amount provided for by this Section 3, shall be equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Total Payments. Subject to clause (i)the provisions of this Section 3, all determinations required to be made under this SectionSection 3, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a public nationally recognized accounting firm that is selected by the Board Executive that is not then serving as accountant or auditor for the individual, entity or group effecting the Change of Control of the Company (the “ACCOUNTING FIRM”) "Accounting Firm"), which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company and Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company shall enter into to the Executive within 10 days of the receipt of the Accounting Firm's determination. Subject to the following provisions of this Section 3, any agreement requested determination by the Accounting Firm shall be binding upon the Company and the Executive. In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder, the Executive shall repay to the Company, at the time that the amount of such reduction in connection with Excise Tax is finally determined, the performance portion of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect attributable to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. reduction (iii) As a result plus that portion of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by Payment attributable to the Company should have been made (“UNDERPAYMENT”) or Excise Tax, FICA and federal, state and local income tax imposed on the Gross-Up Payments will be made Payment being repaid by the Company which should not have been made (“OVERPAYMENT”), consistent with Executive to the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional extent that such repayment results in a reduction in Excise Tax, the Accounting Firm shall determine FICA and/or a federal, state or local income tax deduction) plus interest on the amount of the Underpayment that has occurred and any such Underpayment (together with interest repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Excise Tax is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount of such excess is finally determined. For purposes of determining whether and the extent to which the Total Payments will be subject to the Excise Tax under this Section 3, (i) no portion of the Total Payments the receipt or enjoyment of which the Executive shall have effectively waived in writing shall be promptly paid taken into account, (ii) no portion of the Total Payments shall be taken into account which in the opinion of the Auditor (or tax counsel selected by the Company Auditor) does not constitute a "parachute payment" within the meaning of Section 280G(b) (2) of the Code (including by reason of Section 280G(b) (4) (A) of the Code), and in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the "base amount" (as defined in Section 280G(b)(3) of the Code) allocable to such reasonable compensation, and (iii) the value of any noncash benefit or for any deferred payment or benefit included in the benefit Total Payments shall be determined by the Auditor in accordance with the principles of ExecutiveSections 280G(d) (3) and (4) of the Code. If For purposes of determining the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise TaxPayment, the Accounting Firm Executive shall determine be deemed to pay federal income taxes at the amount highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Overpayment that has been made and any such Overpayment (together with interest at Executive's residence on the rate provided in Section 1274(b)(2) date of payment of the Code) shall be promptly paid by Executive Gross-Up Payment to or for the benefit Executive, net of the Companymaximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes. The Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by and the Company shall each reasonably cooperate with the other in connection with any contest administrative or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing judicial proceedings concerning the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted for Excise Tax with respect to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestTotal Payments.

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstanding, if in the event it is shall be determined that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) its affiliated companies to or for the benefit of the Executive would (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section 9) (a “Payment”) would, after taking into account the operation of Section 11 below, be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “EXCESS PARACHUTE PAYMENTSCode”), or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company Executive shall pay be entitled to Executive receive an additional payment (a “GROSSGross-UP PAYMENTUp Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the Payments. (iib) Subject to clause (ithe provisions of Section 9(c), all determinations required to be made under this SectionSection 9, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a nationally recognized public accounting firm that is selected by the Board Company and approved by the Executive (the “ACCOUNTING FIRMAccounting Firm”) which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company and Company. Any Gross-Up Payment, as determined pursuant to this Section 9, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall enter into any agreement requested furnish the Executive with a written statement that failure to report the Excise Tax on the Executive’s applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) 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 Determinationinitial 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”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENTUnderpayment”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to Section 9(c) and the Executive thereafter is required to make a payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of the Executive. If . (c) The Executive shall notify the amount 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 exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) Payment. Such notification shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive given as soon as practicable but no later than 15 10 business days after the earlier Executive is informed in writing of (A) such claim and shall apprise the Company’s receipt of Executive’s notice Company of the amount nature of related taxes such claim and the date on which such claim is requested to be paid, or (B) Executive’s remittance . The Executive shall not pay such claim prior to the expiration of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, 30-day period following the date on which the audit Executive gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is completed 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) give 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, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings 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 there is income tax (including interest and penalties with respect thereto) imposed as a final result of such representation and nonappealable settlement payment of costs and expenses. Without limitation on the foregoing provisions of this Section 9(c), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or other resolution forgo 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 further, 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 provided further, that any extension of the statute 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 9(c), the Executive becomes entitled to receive, and receives, any refund with respect to such claim, the Executive shall (subject to the Company’s complying with the requirements of Section 9(c)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 9(c), 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 writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Additional Payments. If there is a Change in Control (ias defined in paragraph 5(e) Anything in this Agreement to herein) by April 8, 2003, and the contrary notwithstanding, if it Executive is determined that any payment, award, benefit or distribution (or any acceleration of any payment, award, benefit or distribution) employed by the Company or any entity which effectuates a change upon the Change in control (or other change Control, and, in ownership) to or for the benefit of Executive would be subject to the excise tax imposed by Section 4999 sole judgment and discretion of the Code (“EXCESS PARACHUTE PAYMENTS”)Xxxxxxx Xxxxxxx April 8, or any interest or penalties are incurred by 2002 Company, the Executive with respect has satisfactorily performed all assigned duties, including using his best efforts to such excise tax (such excise taxfacilitate a Change in Control, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay award the Executive up to Executive an additional payment fifty-two (a “GROSS-UP PAYMENT”52) in an amount equal to that weeks base pay, minus such deductions as may be required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company law or Executive that there has been a Excess Parachute Payment, or such earlier time as is reasonably requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunderExecutive. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty payment provided for in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Codethis paragraph 3(g) shall be promptly paid by the Company to or for the benefit of Executive. If the amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Taxpayable in two equal installments, the Accounting Firm shall determine the amount first installment of the Overpayment that has been made and any such Overpayment twenty-six (together with interest at the rate provided in Section 1274(b)(226) of the Code) weeks shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by Executive within thirty (30) days following the CompanyChange in Control, with any reasonable requests by and the Company in connection with any contest or disputes with second installment of twenty-six (26) weeks shall be paid to the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after on the earlier of (Ai) the Company’s receipt of Executive’s notice six (6) month anniversary of the amount of related taxes to be paid, Change in Control or (Bii) Executive’s remittance upon the termination Without Cause of the related taxes to Executive's employment by the applicable taxing authorityCompany; provided however, that no second installment payment shall be made hereunder in the Executive's employment with the surviving or resulting entity is terminated for any reimbursement reason or than by the Company Without Cause. If the Executive's employment hereunder is terminated Without Cause within the two months immediately preceding the Change in Control, the Executive shall be entitled to twenty-six (26) weeks base pay pursuant to this paragraph 3(g), minus such deductions as may be required under this SECTION 3.2(cby law or reasonably requested by the Executive, and any payment to which the Executive my be entitled pursuant to paragraph 6 (c) of expenses incurred by this Agreement; provided however, that no payment shall be made hereunder if the Executive's employment is terminated for any reason other than Without Cause or if, in the sole judgment and discretion of the Company, The Executive fails to satisfactorily perform all assigned duties, including using his best efforts to facilitate a Change in Control. The Executive acknowledges that the payments provided for in this paragraph 3(g) are in lieu of (and not in addition to) any other payments or benefits to which the Executive might otherwise be entitled due to a tax audit change in control, including but not limited to, any stay bonuses, severance payments or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement termination benefits of any such expensekind offered to employees in connection with a change in control, whether pursuant to a plan, arrangement, policy or otherwise; provided however, that nothing herein shall effect the Executive's right to payment pursuant to paragraph 6 (Yc) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestthis agreement.

Additional Payments. (ia) Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, if in the event it is determined (in the manner provided herein) that any payment, award, benefit payment or distribution (or any acceleration of any payment, award, benefit or distribution) by the Company or any entity which effectuates a change in control (or other change in ownership) to or for Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the benefit terms of Executive this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement or similar right would be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”or any successor provision thereto), or Executive shall have the choice either to (i) surrender any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAX”), then the Company shall pay to Executive an additional payment (a “GROSS-UP PAYMENT”or portion thereof) or benefit provided hereunder in an amount equal or amounts sufficient to ensure that required to result Executive does not receive any “excess parachute payments” as such term is defined in Executive receiving, after application Section 280G of the Excise TaxCode or (ii) receive all payments and benefits provided hereunder and, a net amount that would have been received hereunder had in such case, Executive will be responsible for paying the Excise Tax not applied(which Excise Tax shall be paid through the Company’s withholding of such tax from the payments or benefits provided to Executive pursuant to the terms of this Agreement or otherwise). (iib) Subject to clause (i), all All determinations required to be made under this SectionSection 10, (including whether an Excise Tax is payable by the Executive and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, Excise Tax) shall be made by a public nationally-recognized legal or accounting firm that is selected by the Board (the “ACCOUNTING FIRMFirm”) which shall provide mutually agreeable to both the Executive and the Company. The Firm will submit its determination and detailed supporting calculations to both to Executive and the Company and Executive within 15 business fifteen (15) calendar days of after the receipt of notice from the Company or Executive that there has been a Excess Parachute PaymentTermination Date, if applicable, or such earlier time or times as is may be requested by the Executive or the Company. If the Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive and Company with an opinion that both Executive and Company have substantial authority not to report any Excise Tax on any income or employment tax return. (c) The Executive and the Company shall each provide the Firm access to and copies of any books, records and documents in the possession of the Company or Executive Executive, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the determination contemplated by Section 10(b) hereof. (collectively, the “DETERMINATION”). All d) The fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm for its services in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(cdeterminations and calculations contemplated by Section 10(b) with respect to any Excess Parachute Payments made to Executive hereof shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made borne by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunderCompany. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred such fees and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly expenses are initially paid by the Executive, the Company to or for shall reimburse the benefit of Executive. If Executive the full amount of the Gross-Up Payment exceeds the amount necessary to reimburse Executive for his Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made such fees and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 within five business days after receipt from the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result therefor and reasonable evidence of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contestExecutive’s payment thereof.

Additional Payments. (ia) Anything Notwithstanding anything in this Agreement or any other agreement to the contrary notwithstandingcontrary, if in the event it is determined that any paymentpayments or distributions (including, awardwithout limitation, the vesting of an option or other non-cash benefit or distribution (property or any acceleration the forgiveness of any payment, award, benefit or distributionindebtedness) by the Company or any entity which effectuates a change in control affiliate (as defined under the Securities Act of 1933, as amended, and the regulations thereunder) thereof or any other change in ownership) person to or for the benefit of Executive the Executive, whether paid or payable pursuant to the terms of this Agreement, or pursuant to any other agreement or arrangement with the Company or any such affiliate (“Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”)Code, or any successor provision, or any interest or penalties are incurred by Executive with respect to such the excise tax (such the excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the Company shall pay Executive will be entitled to Executive receive an additional payment from the Company (a “GROSSGross-UP PAYMENTUp Payment”) in an amount equal that after payment by the Executive of all taxes (including, without limitation, any interest or penalties imposed with respect to that required to result in Executive receiving, after application of the such taxes and any Excise Tax, a net amount that would have been received hereunder had ) imposed upon the Excise Tax not applied. (ii) Subject to clause (i), all determinations required to be made under this Section, including whether and when a Gross-Up Payment is requiredPayment, the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determinations, shall be made by a public accounting firm that is selected by the Board (the “ACCOUNTING FIRM”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”). All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunder. The Gross-Up Payment under SECTION 3.2(c) with respect to any Excess Parachute Payments made to Executive shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit of Executive. If the retains an amount of the Gross-Up Payment exceeds equal to the Excise Tax imposed upon the Payments. The amount necessary of the Gross-Up Payment will be calculated by the Company’s independent accounting firm, engaged immediately prior to reimburse the event that triggered the payment, in consultation with the Company’s outside legal counsel. For purposes of making the calculations required by this Section, the accounting firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code, provided that the accounting firm’s determinations must be made with substantial authority (within the meaning of Section 6662 of the Code). The Gross-Up Payment will be paid on the Executive’s last day of employment or on the occurrence of the event that results in the imposition of the Excise Tax, if later. If the precise amount of the Gross-Up Payment cannot be determined on the date it is to be paid, an amount equal to the best estimate of the Gross-Up Payment will be made on that date and, within 10 days after the precise calculation is obtained, either the Company will pay any additional amount to the Executive for his or the Executive will pay any excess amount to the Company, as the case may be. If subsequently the Internal Revenue Service (the “IRS”) claims that any additional Excise Tax is owing, an additional Gross-Up Payment will be paid to the Executive within 30 days of the Executive providing substantiation of the claim made by the IRS. After payment to the Executive of the Gross-Up Payment, the Executive will provide to the Company any information reasonably requested by the Company relating to the Excise Tax, the Accounting Firm shall determine the amount of the Overpayment that has been made and any such Overpayment (together with interest at the rate provided in Section 1274(b)(2) of the Code) shall be promptly paid by Executive to or for the benefit of the Company. Executive shall cooperate, to the extent his expenses are reimbursed by the Company, with any reasonable requests by will take those actions as the Company reasonably requests to contest the Excise Tax, cooperate in connection with any contest or disputes good faith with the Internal Revenue Service Company to effectively contest the Excise Tax and permit the Company to participate in connection with any proceedings contesting the Excise Tax. The Company will bear and pay directly all costs and expenses (including any interest or penalties on the Excise Tax), and indemnify and hold the Executive harmless, on an after-tax basis, from all such costs and expenses related to such contest. Should it ultimately be determined that any amount of an Excise Tax is not properly owed, the Executive will refund to the Company the related amount of the Gross-Up Payment. (b) Notwithstanding anything in this Section to the contrary, all Gross-Up Payments due under this Section shall in any event pay any Underpayment due be made prior to Executive no later than 15 days after the earlier end of (A) the Company’s receipt of Executive’s notice of taxable year following the amount of related taxes to be paid, or (B) Executive’s remittance of year in which the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement of any such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final and nonappealable settlement or other resolution of the contest.

Additional Payments. (ia) Anything in this Agreement to the contrary notwithstanding, if in the event it is shall be determined that any payment, award, benefit payment or distribution in the nature of compensation (or any acceleration within the meaning of any payment, award, benefit or distributionSection 280G(b)(2) by of the Company or any entity which effectuates a change in control (or other change in ownershipCode) to or for the benefit of Executive the Executive, whether paid or payable pursuant to this Agreement (including, without limitation, the accelerated vesting of equity awards held by the Executive) (collectively, the “Company Payments”), would be subject to the excise tax imposed by Section 4999 of the Code (“EXCESS PARACHUTE PAYMENTS”), or any interest or penalties are incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “EXCISE TAXExcise Tax”), then the amount of such Company Payments shall pay be automatically reduced to an amount one dollar less than the amount that would subject the Executive to such Excise Tax (the “Safe Harbor Limit”); provided that if the Company Payments exceed the Safe Harbor Limit by more than 10% of the Safe Harbor Limit, then the Executive shall instead be entitled to receive an additional payment (a the “GROSSGross-UP PAYMENTUp Payment”) in an amount such that, after payment by the Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to that required to result in Executive receiving, after application of the Excise Tax, a net amount that would have been received hereunder had the Excise Tax not appliedimposed upon the payments. (iib) Subject to clause (i), all All determinations required to be made under this SectionSection 23, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment and the assumptions to be used utilized in arriving at such determinationsdetermination, shall be made by a public nationally recognized accounting firm that is selected by the Board Company (the “ACCOUNTING FIRMAccounting Firm”) which ). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Company or Executive that there has been a Excess Parachute Payment, Company Payment or such earlier time as is requested by the Company or Executive (collectively, the “DETERMINATION”)Company. All fees and expenses of the Accounting Firm shall be borne solely by the Company and the Company shall enter into any agreement requested by the Accounting Firm in connection with the performance of the services hereunderCompany. The Any Gross-Up Payment under SECTION 3.2(c) with respect Payment, as determined pursuant to any Excess Parachute Payments made to Executive this Section 23, shall be made no later than 30 days following such Excess Parachute Payment. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the Determination, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“UNDERPAYMENT”) or Gross-Up Payments will be made by the Company which should not have been made (“OVERPAYMENT”), consistent with the calculations required to be made hereunder. If Executive thereafter is required to make payment of any Excise Tax or additional Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code) shall be promptly paid by the Company to or for the benefit Executive within 15 days of the receipt of the Accounting Firm’s determination. Absent manifest error, any determination by the Accounting Firm shall be binding upon the Company and the Executive. If . (c) The Executive shall notify the amount 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 exceeds Payment. Such notification shall be given as soon as practicable, but no later than ten business days after the amount necessary Executive is informed in writing of such claim. The Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to reimburse be paid. The Executive for his Excise Taxshall not pay such claim prior to the expiration of the 30-day period following the date on which the Executive gives such notice to the Company (or such 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 the Company desires to contest such claim, the Accounting Firm Executive shall: (i) give 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 determine reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (iii) cooperate with the Company in good faith in order effectively to contest such claim, and (iv) permit the Company to participate in any proceedings 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) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 23, the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either pay the tax claimed to the appropriate taxing authority on behalf of the Executive and direct the Executive to 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 pays such claim and directs the Executive to sxx for a refund, the Company shall indemnify and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) imposed with respect to such payment or with respect to any imputed income in connection with such payment; and provided, further, that any extension of the statute 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 the 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 a Gross-Up Payment or payment by the Company of an amount on the Executive’s behalf pursuant to this Section 23, the Executive becomes entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall promptly pay to the Company the amount of the Overpayment that has been made and any such Overpayment refund (together with any interest at paid or credited thereon after taxes applicable thereto). If, after payment by the rate provided Company of an amount on the Executive’s behalf pursuant to this Section 23, 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 writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then the amount of such payment shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Notwithstanding any other provision of this Section 1274(b)(2) of 23, the Code) shall be promptly paid by Executive Company may, in its sole discretion, withhold and pay over to the Internal Revenue Service or any other applicable taxing authority, for the benefit of the Company. Executive shall cooperateExecutive, to the extent his expenses are reimbursed by the Company, with all or any reasonable requests by the Company in connection with any contest or disputes with the Internal Revenue Service in connection with the Excise Tax. The Company shall in any event pay any Underpayment due to Executive no later than 15 days after the earlier of (A) the Company’s receipt of Executive’s notice of the amount of related taxes to be paid, or (B) Executive’s remittance of the related taxes to the applicable taxing authority; provided that any reimbursement required under this SECTION 3.2(c) of expenses incurred by Executive due to a tax audit or litigation addressing the existence or amount of a tax liability shall be paid no later than 15 days after the earlier of (X) Executive’s presentation of a statement portion of any Gross-Up Payment, and the Executive hereby consents to such expense, or (Y) the taxes that are the subject of such contest are remitted to the applicable taxing authority, or where as a result of the audit or contest no taxes are remitted, the date on which the audit is completed or there is a final withholding and nonappealable settlement or other resolution of the contestpayment.