Common use of Calculation of Gross-Up Payment Clause in Contracts

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "Accounting Firm"), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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 paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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 paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions The determination of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required pursuant to this Article 6 and the amount of any such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made determined in writing (the “Determination”) by a nationally-recognized certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”). The Accounting Firm shall provide its Determination in writing, which shall be retained to provide together with detailed supporting calculations both and documentation and any assumptions used in making such computation, to the Company and the ExecutiveExecutive within twenty (20) days of the Effective Date of Termination. If Within twenty (20) days following delivery of the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in ControlFirm’s Determination, the Executive shall have the right right, at the Company’s expense, to appoint another nationally obtain the opinion of an “outside counsel,” which opinion need not be unqualified, which sets forth: (i) the amount of the Executive’s “annualized includible compensation for the base period” (as defined in Code Section 280G(d) (1)); (ii) the present value of the Total Payments; (iii) the amount and present value of any “excess parachute payment;” and (iv) detailed supporting calculations and documentation and any assumptions used in making such computations. The opinion of such outside counsel shall be supported by the opinion of a nationally-recognized certified public accounting firm to make the determinations and, if necessary or 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 paid solely by the Company, a firm of nationally-recognized executive compensation consultants. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm The outside counsel’s opinion shall be binding upon the Company and the Executive. As a result Executive and shall constitute the “Determination” for purposes of the uncertainty in the application of Section 4999 of the Code at the time this Article 6 instead of the initial determination by the Accounting Firm hereunderFirm. The Company shall pay (or, it is possible that Gross-Up Payments which should have been made will not have been made to the extent paid by the Company ("Underpayment")Executive, consistent with reimburse the calculations required to be made hereunderExecutive for) the certified public accounting firm’s and, if applicable, the executive compensation consultant’s reasonable and customary fees for rendering such opinion. If the Company exhausts its remedies pursuant to paragraph (c) For purposes of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received 6.2, “outside counsel” means a licensed attorney selected by the Executive who is recognized in the Accounting Firm shall determine field of executive compensation and has experience with respect to the amount calculation of the Underpayment Excise Tax; provided that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of must approve the Executive’s selection, which approval shall not be unreasonably withheld.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 34, all determinations required to be made under this Section 34, including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive Employee (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If Employee within fifteen (15) business days of the Accounting Firm receipt of notice from the Company that there has been a Payment, or such earlier time as is serving as accountant or auditor for requested by the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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)Company. All fees and expenses of the Accounting Firm shall be paid borne solely by the Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 34, shall be paid by the Company to the Executive within Employee as of the later to occur of (i) five (5) days prior to the due date for the payment of any Excise Tax or (ii) five (5) days after the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. As a result of the uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 4 and the Executive Employee thereafter is required to pay an make payment of any Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee.

Calculation of Gross-Up Payment. Subject Notwithstanding anything in this Agreement to the provisions of paragraph (c) of this Section 3contrary, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified Company’s regular outside independent public accounting firm selected by the Company and reasonably acceptable to the Executive or its regular outside law firm (the "Accounting “Professional Firm")”) shall determine, which shall be retained to provide detailed supporting calculations both to promptly following the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the occurrence of a Change in Control, the Executive shall have the right to 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 paid solely by the Company. Any Gross-Up Paymentwhether any economic benefit, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid payment or distribution by the Company to or for the benefit of the Executive, whether paid, payable, distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), (such excise tax referred to in this Agreement as the “Excise Tax”). In the event it is determined that any Payments would be subject to the Excise Tax, then the Executive shall be entitled to receive an additional payment (a “Gross-Up-Payment”) in an amount such that after payment by the Executive of all applicable federal, state and local income and excise taxes, the Executive retains an amount equal to the amount he would have retained had one-half (1/2) of the Excise Tax been imposed upon the Payment; provided, however, that the foregoing gross-up provision shall not apply in the event that the Professional Firm determines that the benefits to the Executive under this Agreement on an after-tax basis (i.e., after federal, state and local income and excise taxes) if such provision is not applied would exceed the after-tax benefits to the Executive if Payments were reduced (but not below zero) such that the value of the aggregate Payments were one dollar ($1) less than the maximum amount of Payments which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Code. The initial Gross-Up Payment, if any, as determined pursuant to this Section 7.7(a), shall be paid to the Executive within thirty (30) days of the Date of Termination or, if later, within five (5) business days of the receipt of the Professional Firm’s determination. With respect to all determinations made by the Professional Firm under this Section 7.7, the Professional Firm shall provide detailed supporting calculations both to the Company and the Executive within thirty (30) business days of the Date of Termination, if applicable, or such earlier time as is requested by the Company. All determinations by the Professional Firm under this Agreement shall be binding upon the Company and the Executive.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 34, all determinations required to be made under this Section 34, including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive Employee (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If Employee within fifteen (15) business days of the Accounting Firm receipt of notice from the Company that there has been a Payment, or such earlier time as is serving as accountant or auditor for requested by the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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)Company. All fees and expenses of the Accounting Firm shall be paid borne solely by the Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 34, shall be paid by the Company to the Executive within Employee as of the later to occur of (i) five (5) days prior to the due date for the payment of any Excise Tax or (ii) five (5) days after the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. The Company may also select or solicit other evaluation experts to further assist in the evaluation of the calculations and assumptions if determined appropriate. As a result of the uncertainty in the application of Section sections 409A and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 4 and the Executive Employee thereafter is required to pay an make payment of any Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive or Increased Taxes, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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), which determination shall be made within 60 days of the Executive’s termination of employment. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination, provided that in no event shall such payment be made later than March 15 of the calendar year following the calendar year in which the Executive’s termination date occurs. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid (and in no event later than the time specified in Section 4(e)) by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions The determination of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required pursuant to this Exhibit B and the amount of any such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made determined in writing (the “Determination”) by a nationally-recognized certified public accounting firm selected by the Company and reasonably acceptable to the Executive Corporation (the "“Accounting Firm"”). The Accounting Firm shall provide its Determination in writing, which shall be retained to provide together with detailed supporting calculations both and documentation and any assumptions used in making such computation, to the Company Corporation and the ExecutiveExecutive on or prior to the change of control event (within the meaning of Section 280G of the Code). If Within twenty (20) days following delivery of the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in ControlFirm’s Determination, the Executive shall have the right, at the Corporation’s expense, to obtain the opinion of an “outside counsel,” which opinion need not be unqualified, which sets forth: (i) the amount of the Executive’s “annualized includible compensation for the base period” (as defined in Code Section 280G(d) (1)); (ii) the present value of the Total Payments made to the Executive; (iii) the amount and present value of any “excess parachute payment;” and (iv) detailed supporting calculations and documentation and any assumptions used in making such computations. The opinion of such outside counsel shall be supported by the opinion of a nationally-recognized certified public accounting firm and, if necessary or required by the Corporation, a firm of nationally-recognized executive compensation consultants. The Executive shall also have the right to appoint another nationally recognized accounting firm obtain such an opinion of outside counsel in the event that the Corporation has not timely submitted the initial determination to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of as provided above (including, without limitation, in the event that the Corporation does not submit such a determination to the Accounting Firm shall following an event in connection with which the Executive reasonably believes that he may be paid solely by the Company. Any entitled to a Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination). Any determination by the Accounting Firm The outside counsel’s opinion shall be binding upon the Company Corporation and the Executive. As a result Executive and shall constitute the “Determination” for purposes of the uncertainty in the application of Section 4999 of the Code at the time this Exhibit B instead of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made Firm. The Corporation shall pay (or to the extent paid by the Company ("Underpayment")Executive, consistent with reimburse the calculations required to be made hereunderExecutive for) the certified public accounting firm’s and, if applicable, the executive compensation consultant’s reasonable and customary fees for rendering such opinion. If the Company exhausts its remedies pursuant to paragraph (c) For purposes of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received B.2, “outside counsel” means a licensed attorney selected by the Executive who is recognized in the Accounting Firm shall determine field of executive compensation and has experience with respect to the amount calculation of the Underpayment that has occurred and any such Underpayment shall be promptly paid by Excise Tax; provided the Company to or for the benefit of Corporation must approve the Executive’s selection, which approval shall not be unreasonably withheld.

Calculation of Gross-Up Payment. Subject to the provisions The determination of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required pursuant to this Exhibit B and the amount of any such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made determined in writing (the “Determination”) by a nationally-recognized certified public accounting firm selected by the Company and reasonably acceptable to the Executive Corporation (the "“Accounting Firm"”). The Accounting Firm shall provide its Determination in writing, which shall be retained to provide together with detailed supporting calculations both and documentation and any assumptions used in making such computation, to the Company Corporation and the Executive. If In the Accounting Firm is serving as accountant event of a termination of the Executive’s employment which reasonably may require the payment of a Gross-Up Payment or auditor for in the individual, entity or group effecting the event of a Change in Control, such documentation shall be provided no later than twenty (20) days following such event. Within twenty (20) days following delivery of the Accounting Firm’s Determination, the Executive shall have the right, at the Corporation’s expense, to obtain the opinion of an “outside counsel,” which opinion need not be unqualified, which sets forth: (i) the amount of the Executive’s “annualized includible compensation for the base period” (as defined in Section 280G(d)(1) of the Code); (ii) the present value of the Total Payments made to the Executive; (iii) the amount and present value of any “excess parachute payment” as such term is defined in the Code; and (iv) detailed supporting calculations and documentation and any assumptions used in making such computations. The opinion of such outside counsel shall be supported by the opinion of a nationally-recognized certified public accounting firm and, if necessary or required by the Corporation, a firm of nationally-recognized executive compensation consultants. The Executive shall also have the right to appoint another nationally recognized accounting firm obtain such an opinion of outside counsel in the event that the Corporation has not timely submitted the initial determination to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of as provided above (including, without limitation, in the event that the Corporation does not submit such a determination to the Accounting Firm shall following an event in connection with which the Executive reasonably believes that he may be paid solely by the Company. Any entitled to a Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination). Any determination by the Accounting Firm The outside counsel’s opinion shall be binding upon the Company Corporation and the Executive. As a result Executive and shall constitute the “Determination” for purposes of the uncertainty in the application of Section 4999 of the Code at the time this Exhibit B instead of the initial determination by the Accounting Firm hereunderFirm. The Corporation shall pay (or, it is possible that Gross-Up Payments which should have been made will not have been made to the extent paid by the Company ("Underpayment")Executive, consistent with reimburse the calculations required to be made hereunderExecutive for) the certified public accounting firm’s and, if applicable, the executive compensation consultant’s reasonable and customary fees for rendering such opinion. If the Company exhausts its remedies pursuant to paragraph (c) For purposes of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received B.2, “outside counsel” means a licensed attorney selected by the Executive who is recognized in the Accounting Firm shall determine field of executive compensation and has experience with respect to the amount calculation of the Underpayment Excise Tax; provided that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Corporation must approve the Executive’s selection, which approval shall not be unreasonably withheld.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 34, all determinations required to be made under this Section 34, including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Company Hxxxx and reasonably acceptable to the Executive Employee (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company Hxxxx and the Executive. If Employee within fifteen (15) business days of the Accounting Firm receipt of notice from Hxxxx that there has been a Payment, or such earlier time as is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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)requested by Hxxxx. All fees and expenses of the Accounting Firm shall be paid borne solely by the CompanyHxxxx. Any Gross-Gxxxx Up Payment, as determined pursuant to this Section 34, shall be paid by the Company Hxxxx to the Executive within Employee as of the later to occur of (i) five (5) days prior to the due date for the payment of any Excise Tax or (ii) five (5) days after the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company Hxxxx and the ExecutiveEmployee. As a result of the uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments which should have been made will not have been made by the Company Hxxxx ("“Underpayment"”), consistent with the calculations required to be made hereunder. If In the Company event that Hxxxx exhausts its remedies pursuant to paragraph (c) of this Section 3 4 and the Executive Employee thereafter is required to pay an make payment of any Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Hxxxx to or for the benefit of the ExecutiveEmployee.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 35, all determinations required to be made under this Section 35, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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 paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 35, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 5 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive Executive, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 34, all determinations required to be made under this Section 34, including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Company Partnership and reasonably acceptable to the Executive Employee (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company Partnership and the Executive. If Employee within fifteen (15) business days of the Accounting Firm receipt of notice from the Partnership that there has been a Payment, or such earlier time as is serving as accountant or auditor for requested by the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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)Partnership. All fees and expenses of the Accounting Firm shall be paid borne solely by the CompanyPartnership. Any Gross-Gross Up Payment, as determined pursuant to this Section 34, shall be paid by the Company Partnership to the Executive within Employee as of the later to occur of (i) five (5) days prior to the due date for the payment of any Excise Tax or (ii) five (5) days after the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company Partnership and the ExecutiveEmployee. As a result of the uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Gross Up Payments which should have been made will not have been made by the Company Partnership ("“Underpayment"”), consistent with the calculations required to be made hereunder. If In the Company event that the Partnership exhausts its remedies pursuant to paragraph (c) of this Section 3 4 and the Executive Employee thereafter is required to pay an make payment of any Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Partnership to or for the benefit of the ExecutiveEmployee.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 35, all determinations required to be made under this Section 35, including whether and when a Gross-Up Payment is required and the amount of such Gross-Gross- Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "Accounting Firm"), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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 paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 35, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 5 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Gross- Up Payment received by the Executive Executive, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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 paid solely by the Company. Any Gross-Gross- Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("“Underpayment"’’), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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 paid solely by the Company. Any Gross-Gross- Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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). ) which determination shall be made within 60 days of the Executive’s termination of employment.. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination’s determination provided that in no event shall such payment be made later than March 15 of the calendar year following the calendar year in which the Executive’s termination date occurs. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid (and in no event later than the time specified in Section 4(e)) by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 34, all determinations required to be made under this Section 34, including whether and when a Gross-Gross Up Payment is required and the amount of such Gross-Gross Up Payment and the assumptions to be used utilized in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive Employee (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If Employee within fifteen (15) business days of the Accounting Firm receipt of notice from the Company that there has been a Payment, or such earlier time as is serving as accountant or auditor for requested by the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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)Company. All fees and expenses of the Accounting Firm shall be paid borne solely by the Company. Any Gross-Gross Up Payment, as determined pursuant to this Section 34, shall be paid by the Company to the Executive within Employee as of the later to occur of (i) five (5) days prior to the due date for the payment of any Excise Tax or (ii) five (5) days after the receipt of the Accounting Firm's ’s determination. Any determination by the Accounting Firm shall be binding upon the Company and the ExecutiveEmployee. The Company may also select or solicit other evaluation experts to further assist in the evaluation of the calculations and assumptions if determined appropriate. As a result of the uncertainty in the application of Section section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-the Gross Up Payments Payment which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If In the event that the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 4 and the Executive Employee thereafter is required to pay an make payment of any Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the ExecutiveEmployee.

Calculation of Gross-Up Payment. Subject to the provisions of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”), which shall be retained to provide detailed supporting calculations both to the Company and the Executive. If the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Executive shall have the right to 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)) which determination shall be made within 60 days of the Executive’s termination of employment. All fees and expenses of the Accounting Firm shall be paid solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination’s determination provided that in no event shall such payment be made later than March 15 of the calendar year following the calendar year in which the Executive’s termination date occurs. Any determination by the Accounting Firm shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which should have been made will not have been made by the Company ("“Underpayment"”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to paragraph (c) of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid (and in no event later than the time specified in Section 4(e)) by the Company to or for the benefit of the Executive.

Calculation of Gross-Up Payment. Subject to the provisions The determination of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required pursuant to this Article 5 and the amount of any such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made determined in writing (the “Determination”) by a nationally-recognized certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”). The Accounting Firm shall provide its Determination in writing, which shall be retained to provide together with detailed supporting calculations both and documentation and any assumptions used in making such computation, to the Company and the ExecutiveExecutive within twenty (20) days of the Effective Date of Termination. If Within twenty (20) days following delivery of the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in ControlFirm’s Determination, the Executive shall have the right right, at the Company’s expense, to appoint another nationally obtain the opinion of an “outside counsel,” which opinion need not be unqualified, which sets forth: (i) the amount of the Executive’s “annualized includible compensation for the base period” (as defined in Code Section 280G(d) (1)); (ii) the present value of the Total Payments; (iii) the amount and present value of any “excess parachute payment;” and (iv) detailed supporting calculations and documentation and any assumptions used in making such computations. The opinion of such outside counsel shall be supported by the opinion of a nationally-recognized certified public accounting firm to make the determinations and, if necessary or 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 paid solely by the Company, a firm of nationally-recognized executive compensation consultants. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination. Any determination by the Accounting Firm The outside counsel’s opinion shall be binding upon the Company and the Executive. As a result Executive and shall constitute the Determination for purposes of the uncertainty in the application of Section 4999 of the Code at the time this Article 5 instead of the initial determination by the Accounting Firm hereunderFirm. The Company shall pay (or, it is possible that Gross-Up Payments which should have been made will not have been made to the extent paid by the Company ("Underpayment")Executive, consistent with reimburse the calculations required to be made hereunderExecutive for) the certified public accounting firm’s and, if applicable, the executive compensation consultant’s reasonable and customary fees for rendering such opinion. If the Company exhausts its remedies pursuant to paragraph (c) For purposes of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received 5.2, “outside counsel” means a licensed attorney selected by the Executive who is recognized in the Accounting Firm shall determine field of executive compensation and has experience with respect to the amount calculation of the Underpayment Excise Tax; provided that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of must approve the Executive’s selection, which approval shall not be unreasonably withheld.

Calculation of Gross-Up Payment. Subject to the provisions The determination of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required pursuant to this Exhibit B and the amount of any such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made determined in writing (the “Determination”) by a nationally-recognized certified public accounting firm selected by the Company and reasonably acceptable to the Executive Corporation (the "“Accounting Firm"”). The Accounting Firm shall provide its Determination in writing, which shall be retained to provide together with detailed supporting calculations both and documentation and any assumptions used in making such computation, to the Company Corporation and the Executive. If In the Accounting Firm is serving as accountant event of a termination of the Executive’s employment which reasonably may require the payment of a Gross-Up Payment or auditor for in the individual, entity or group effecting the event of a Change in Control, such documentation shall be provided no later than twenty (20) days following such event. Within twenty (20) days following delivery of the Accounting Firm’s Determination, the Executive shall have the right, at the Corporation’s expense, to obtain the opinion of an “outside counsel,” which opinion need not be unqualified, which sets forth: (i) the amount of the Executive’s “annualized includible compensation for the base period” (as defined in Code Section 280G(d)(1)); (ii) the present value of the Total Payments made to the Executive; (iii) the amount and present value of any “excess parachute payment;” and (iv) detailed supporting calculations and documentation and any assumptions used in making such computations. The opinion of such outside counsel shall be supported by the opinion of a nationally-recognized certified public accounting firm and, if necessary or required by the Corporation, a firm of nationally recognized executive compensation consultants. The Executive shall also have the right to appoint another nationally recognized accounting firm obtain such an opinion of outside counsel in the event that the Corporation has not timely submitted the initial determination to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of as provided above (including, without limitation, in the event that the Corporation does not submit such a determination to the Accounting Firm shall be paid solely by following an event in connection with which the Company. Any Executive reasonably believes that he maybe entitled to a Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination). Any determination by the Accounting Firm The outside counsel’s opinion shall be binding upon the Company Corporation and the Executive. As a result Executive and shall constitute the “Determination” for purposes of the uncertainty in the application of Section 4999 of the Code at the time this Exhibit B instead of the initial determination by the Accounting Firm hereunderFirm. The Corporation shall pay (or, it is possible that Gross-Up Payments which should have been made will not have been made to the extent paid by the Company ("Underpayment")Executive, consistent with reimburse the calculations required to be made hereunderExecutive for) the certified public accounting firm’s and, if applicable, the executive compensation consultant’s reasonable and customary fees for rendering such opinion. If the Company exhausts its remedies pursuant to paragraph (c) For purposes of this Section 3 and the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received B.2, “outside counsel” means a licensed attorney selected by the Executive who is recognized in the Accounting Firm shall determine field of executive compensation and has experience with respect to the amount calculation of the Underpayment Excise Tax; provided that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Corporation must approve the Executive’s selection, which approval shall not be unreasonably withheld.

Calculation of Gross-Up Payment. Subject to the provisions The determination of paragraph (c) of this Section 3, all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required pursuant to this Exhibit B and the amount of any such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made determined in writing (the “Determination”) by a nationally-recognized certified public accounting firm selected by the Company and reasonably acceptable to the Executive (the "“Accounting Firm"”). The Accounting Firm shall provide its Determination in writing, which shall be retained to provide together with detailed supporting calculations both and documentation and any assumptions used in making such computation, to the Company and the Executive. If In the Accounting Firm is serving as accountant event of a termination of Executive’s employment which reasonably may require the payment of a Gross-Up Payment or auditor for in the individual, entity or group effecting the event of a Change in Control, such documentation shall be provided no later than twenty (20) days following such event. Within twenty (20) days following delivery of the Accounting Firm’s Determination, Executive shall have the right, at the Company’s expense, to obtain the opinion of an “outside counsel,” which opinion need not be unqualified, which sets forth: (i) the amount of Executive’s “annualized includible compensation for the base period” (as defined in Code Section 280G(d) (1)); (ii) the present value of the Total Payments made to Executive; (iii) the amount and present value of any “excess parachute payment;” and (iv) detailed supporting calculations and documentation and any assumptions used in making such computations. The opinion of such outside counsel shall be supported by the opinion of a nationally-recognized certified public accounting firm and, if necessary or required by the Company, a firm of nationally-recognized executive compensation consultants. Executive shall also have the right to appoint another nationally recognized accounting firm obtain such an opinion of outside counsel in the event that the Company has not timely submitted the initial determination to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of as provided above (including, without limitation, in the event that the Company does not submit such a determination to the Accounting Firm shall following an event in connection with which Executive reasonably believes that he may be paid solely by the Company. Any entitled to a Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to the Executive within five (5) days of the receipt of the Accounting Firm's determination). Any determination by the Accounting Firm The outside counsel’s opinion shall be binding upon the Company and Executive and shall constitute the Executive. As a result “Determination” for purposes of the uncertainty in the application of Section 4999 of the Code at the time this Exhibit B instead of the initial determination by the Accounting Firm hereunderFirm. The Company shall pay (or, it is possible that Gross-Up Payments which should have been made will not have been made to the extent paid by Executive, reimburse Executive for) the Company ("Underpayment")certified public accounting firm’s and, consistent with if applicable, the calculations required to be made hereunderexecutive compensation consultant’s reasonable and customary fees for rendering such opinion. If the Company exhausts its remedies pursuant to paragraph (c) For purposes of this Section 3 B.2, “outside counsel” means a licensed attorney selected by Executive who is recognized in the field of executive compensation and has experience with respect to the Executive thereafter is required to pay an Excise Tax in an amount that exceeds the Gross-Up Payment received by the Executive the Accounting Firm shall determine the amount calculation of the Underpayment Excise Tax; provided that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the must approve Executive’s selection, which approval shall not be unreasonably withheld.