Common use of Certain Additional Payments Clause in Contracts

Certain Additional Payments. (a) Subject to Section 14(g), if it shall be determined that any Payment (as defined below) would be subject to the Excise Tax (as defined below), then Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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. Any determination by the Accounting Firm shall be binding upon the Company and 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 that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject A. Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment payment or benefit received or to be received by the Executive (as defined belowwhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Business Combination or any Person Affiliated with the Company or such Person, but determined without regard to any additional payments required under this Section VIII) (collectively, a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code (or any successor section) or any interest or penalties are incurred by the Executive with respect to such excise tax (any such tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional payment (the “a "Gross-Up Payment”") in an amount such that, that after payment by the Executive of all taxes (and 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section VIII.A., if it shall be determined that the Executive is entitled to make a Gross-Up Payment, but that the Executive, after taking into account the Payments under and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax benefit the Executive would receive if the Gross-Up Payment were eliminated and the Payments were reduced, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the Accounting Firm (as defined below), 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)(1) of the Code shall be 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" (as defined in 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 non-cash benefits or any deferred payment or benefit shall be determined by the Accounting Firm in accordance with the principals of Sections 280G(d)(3) and (4) of the Code. 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 is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence (or, if higher, the state and locality of Executive's employment) 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 14 shall not VIII.A.), net of the maximum reduction in federal income taxes which could be conditioned upon Executive’s termination obtained from deduction of employmentsuch state and local taxes. (b) B. Subject to the provisions of Section 14(c)VIII.C., all determinations required to be made under this Section 14VIII, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young or such other certified public accounting firm as may be designated by the Executive (the "Accounting Firm (as defined below). The Accounting Firm Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there a Payment has been a Payment made or will be required, as the case may be, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, Person or group of Persons effecting a Business Combination, the change of control, Executive may 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. Any Gross-Up Payment, as determined pursuant to this Section VIII., shall be paid by the Company to the Executive within five 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 that which will not have been made by the Company should have been made (the “"Underpayment”), ") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(c) VIII.C. and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) C. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after the Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive he or she 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 it desires to contest such claim, the Executive shall: (i) 1. give the Company any information reasonably requested by the Company relating to such claim; (ii) 2. 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) 3. cooperate with the Company in good faith in order to effectively to contest such claim; and (iv) 4. 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, contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c)VIII.C., the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, thathowever, that if the Company pays directs the Executive to pay such claim and directs Executive to 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 penaltiesand penalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided 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 's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, 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) D. If, after the receipt by the Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)VIII.C., 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 (subject to the Company’s 's complying with the requirements of Section 14(c), if applicableVIII.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 payment the receipt by the Executive of any amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)VIII.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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the E. The Gross-Up Payment shall in all events be paid no made not later than the end fifth day following the Date of Executive’s taxable year next following Executive’s taxable year in which Termination; provided, however, that if the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case amount of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any such Gross-Up Payment, and the limitation on such payments set forth in Section VIII.A. hereof, cannot be finally determined on or before such day, the Company shall pay to the Executive hereby consents on such day an estimate, as determined in good faith by the Accounting Firm, of the minimum amount of such Gross-Up Payment to which the Executive is clearly entitled and shall pay the remainder of such withholdingpayments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B) of the Code). At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Accounting Firm or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in the Agreement and this Exhibit A to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment (as defined below) would be subject to the Excise Tax (as defined below)Tax, then the Executive shall be entitled to receive an additional payment (the “"Gross-Up 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, but excluding any income Payment and after the payment of all additional taxes and penalties interest imposed pursuant under Code Section 409A(a)(1)(B) on the Gross-Up Payment and any severance payment made to Section 409A of the CodeExecutive hereunder, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section IV(a), if it shall be determined that the Executive is entitled to make the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section III(a) of this Exhibit A unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under the Agreement shall be reduced pursuant to this Section IV(a). The Company's obligations under this Section 14 IV shall not be conditioned upon the Executive’s 's termination of employment, and they shall survive the termination of the Executive's employment and the Term with respect to any Payments that are determined by the Accounting Firm to be contingent on a "change of control" (as defined in Section 280G of the Code) of the Company that occurs during the Term. (b) Subject to the provisions of Section 14(cIV(c), all determinations required to be made under this Section 14IV, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by KPMG, or such other nationally recognized certified public accounting firm as may be designated by the Executive (the "Accounting Firm (as defined belowFirm"). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, the Executive may 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. Any Gross-Up Payment, as determined pursuant to this Section IV, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm's determination, which determination shall be made no later than the end of the second month following the later of (1) the calendar year in which the Executive's employment with the Company terminates and (2) the taxable year of the Company in which the Executive's employment with the Company terminates. In the event that such determination can not be made within such period, payment may be made as soon as practicable after such determination can be made. 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 that will not have been made by the Company should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(cIV(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 ten business days after the 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 be paid. The Executive shall 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 Executive shall: (i1) give the Company any information reasonably requested by the Company relating to such claim;, (ii2) 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;, (iii3) cooperate with the Company in good faith in order to effectively to contest such claim; , and (iv4) 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 14(cIV(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs the Executive to pay such claim and directs Executive to 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) imposed with respect to such payment advance or with respect to any imputed income in connection with such paymentadvance; 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 '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 an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cIV(c), 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 (subject to the Company’s 's complying with the requirements of Section 14(cIV(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cIV(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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14IV, the 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 Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company to Executive or for Executive’s benefit (as defined belowwhether 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 be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax (as defined belowTax”), then Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, that after payment by Executive of all taxes (and 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 on the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c9(c), all determinations required to be made under this Section 149, including whether and when such a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young (or their successors) (the “Accounting Firm (as defined below). The Accounting Firm Firm”) which shall provide detailed supporting calculations both to the Company and to Executive within 15 fifteen (15) business days following of the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, Executive may 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. Any Gross-Up Payment as determined pursuant to this Section 9, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on 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 shall be binding upon the Company and Executive. As a result of the uncertainty in of 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 that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(c9(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to Executive or for the benefit of Executive’s benefit. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten (10) business days after Executive or his representative is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, 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 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:,

Certain Additional Payments. (a) Subject 8.1 Notwithstanding anything to Section 14(g)the contrary contained herein and except as set forth below, if in the event it shall be determined that any Payment payment or distribution by or on behalf of the Company to or for the benefit of Employee (as defined belowwhether 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) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by 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 (as defined belowTax”), then Executive Employee shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, that after payment by Executive Employee of all taxes (and 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section 8.1, if it shall be determined that Employee is entitled to make a Gross-Up Payment, but that the Payments under this Section 14 do not exceed 110% of the greatest amount (the “Reduced Amount”) that could be paid to Employee such that the receipt of Payments will not give rise to any Excise Tax, then no Gross-Up Payment shall not be conditioned upon Executive’s termination of employmentmade to Employee and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (b) 8.2 Subject to the provisions of Section 14(c)8.3, all determinations required to be made under this Section 148, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young LLP or such other certified public accounting firm, human resources consulting firm, or other consulting firm in the Accounting Firm business of performing such calculations as may be designated by Employee with the consent of the Company, which consent shall not be unreasonably withheld (as defined belowthe “Consulting Firm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and Executive Employee within 15 fifteen (15) business days following of the receipt of notice from Executive Employee that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Consulting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, Executive may Employee, with the consent of the Company, which consent shall not be unreasonably withheld, shall appoint another nationally recognized accounting firm, human resources consulting firm, or other consulting firm in the business of performing such calculations to make the determinations required hereunder (which accounting such firm shall then be referred to as the Accounting Consulting Firm hereunder). All fees and expenses of the Accounting Consulting Firm shall be borne solely by the Company. Any Gross- Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to Employee no later than two and one-half months following the Termination Date. Any determination by the Accounting Consulting Firm shall be binding upon the Company and ExecutiveEmployee. 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 Consulting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(c) 8.3 and Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Consulting 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 ExecutiveEmployee within two and one-half months after the date the Company exhausts such remedies. (c) Executive 8.3 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, practicable but no later than 10 business thirty (30) days after Executive Employee is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive Employee shall not pay such claim prior to the expiration of the 30-day thirty (30)-day period following the date on which Executive 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 due). If the Company notifies Executive Employee in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive Employee shall: (ia) give the Company any information reasonably requested by the Company relating to such claim; (iib) 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; (iiic) cooperate with the Company in good faith in order to effectively to contest such claim; and (ivd) 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, contest and shall indemnify and hold Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c)8.3, the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Employee to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Employee to pay such claim and directs Executive to xxx for a refund, the Company shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Executive Employee harmless, on an after-after tax basis, from any Excise Tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive 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 a Gross-Up Payment would be payable hereunder, hereunder and Executive 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) 8.4 If, after the receipt by Executive Employee of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)8.3, Executive Employee 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, Executive Employee shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable8.3) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by Employee of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)8.3, a determination is made that Executive Employee shall not be entitled to any refund with respect to such claim and the Company does not notify Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. If any payment or benefit received or to be received by Executive in connection with a change in control of the Company or termination of Executive’s employment (awhether payable pursuant to the terms of this Agreement, a stock option plan or any other plan or arrangement with the Company) Subject (the “Total Payments”) will be subject to the excise tax imposed by Section 14(g)4999 of the Code, if it shall as amended, the Company will pay to the Executive, within thirty days of any payments giving rise to excise tax, 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 and state and local income and employment tax and excise tax on the gross-up payment provided for by this Section 5.8, will equal the total payments. For purposes of determining the amount of the gross-up payment, the Executive will be determined deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year that the 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 Executive’s residence on the date of termination or the date that excise tax is withheld by the Company, net of the maximum reduction in federal income taxes that could be obtained by deducting such state and local taxes. For purposes of determining whether any Payment (as defined below) of the Total Payments would not be deductible by the Company and would be subject to the Excise Tax excise tax, and the amount of such excise tax, (1) Total Payments will be treated as defined below), then Executive shall be entitled to receive an additional payment (“parachute payments” within the “Gross-Up Payment”meaning of Section 280G(b)(2) in an amount such that, after payment by 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount and all parachute payments in excess of the Gross-Up Payment equal base amount within the meaning of Section 280G(b)(3) will be treated as subject to the Excise Tax imposed upon excise tax unless, in the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination opinion of employment. (b) Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested tax counsel selected by the Company. In ’s independent auditors prior to the event that change in control and acceptable to the Accounting Firm is serving as accountant Executive, such Total Payments (in whole or auditor for the individual, entityin part) are not parachute payments, or group effecting the change of control, Executive may 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 such parachute payments in excess of the Accounting Firm shall base amount (in whole or in part) are otherwise not subject to the excise tax, and (2) the value of any non-cash benefits or any deferred payment will be borne solely determined by the Company. Any determination by the Accounting Firm shall be binding upon the Company ’s independent auditors in accordance with Sections 280G(d)(3) and Executive. As a result (4) of the uncertainty Code. If the excise tax is subsequently determined to be less than the amount originally taken into account hereunder, the Executive will repay to the Company, when such reduction in excise tax is finally determined, the application of Section 4999 portion of the Code gross-up payment attributable to such reduction. If the excise tax is determined to exceed the amount originally taken into account hereunder (including by reason of any payment, the existence or amount of which cannot be determined at the time of the initial determination by the Accounting Firm hereundergross-up payment), it is possible that Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to will make a an additional gross-up payment of any Excise 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 Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing respect of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive gives such notice to the Company excess (or such shorter period ending on the date that plus any payment of taxes interest payable with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of excess) when such period that the Company desires to contest such claim, 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 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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, excess if the Company pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 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 authorityfinally determined. (d) If, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (ai) Subject to Section 14(g)If at a time when the Company is a corporation for U.S. federal income tax purposes and stock in the Company is readily tradeable on an established securities market or otherwise, if it shall be determined that any Payment payment or distribution by the Company or its affiliates (as defined belowor any other payor of a parachute payment with respect to the Company or its affiliates within the meaning of Treas. Reg. § 1.280G-1, Q&A-10) to or for the benefit of Executive (determined without regard to any additional payments required under this Section 5(h)) (a “Payment,” collectively, the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax (as defined belowTax”), then Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) to be paid by the Company to the relevant taxing authority on Executive’s behalf in an amount such that, that after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes and Excise Tax (and any interest and penalties imposed with respect thereto) and Excise Tax thereto not resulting from Executive’s actions), imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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. Any determination by the Accounting Firm shall be binding upon the Company and 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 that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 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 Notwithstanding the foregoing provisions of this Section 14(c5(h), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 it shall be limited determined that Executive is otherwise entitled to issues with respect to which the Gross-Up Payment would be payable hereunder, and 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to in accordance with this Section 14(c5(h), Executive becomes entitled to receive any refund with respect to but that the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall Parachute Value (subject to as defined below) of all Payments does not exceed 120% of the Company’s complying with the requirements of Section 14(cSafe Harbor Amount (as defined below), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the no Gross-Up Payment shall in be made to Executive, and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority orPayments, in the case of amounts relating to a claim described in Section 14(c) that does not result in aggregate, equals the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolvedSafe Harbor Amount. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for For purposes of this Section 14:5(h), (x) “Parachute Value” of a Payment shall mean the present value as of the date of the chance of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), and (y) the “Safe Harbor Amount” means 2.99 times Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code (or such other number used under Section 280G of the Code from time to time).

Certain Additional Payments. (a) Subject Whether or not Executive becomes entitled to the payments or benefits pursuant to Section 14(g)2 of this Agreement, if it shall any of the payments or benefits received or to be determined that received by Executive (including any payment or benefit received or to be received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, excluding the Gross-Up Payment (described below, being hereinafter referred to as defined belowthe “Total Payments”) would will be subject to the tax under Section 4999 of the Code (the “Excise Tax (as defined belowTax”), then the Company will pay to the Executive shall be entitled to receive an additional payment amount (the “Gross-Up Payment”) in an such that the net amount such thatretained by the Executive, after payment by Executive deduction of all taxes (any Excise Tax on the Total Payments and any interest or penalties imposed with respect to such taxes)federal, including, without limitation, any state and local income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A after taking into account the phase out of the Code, Executive retains an amount of the Gross-Up Payment equal itemized deductions and personal exemptions attributable to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both is equal to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the CompanyTotal Payments. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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 amount of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result Total Payments does not exceed 110% of the uncertainty largest amount that would result in the application of Section 4999 no portion of the Code at Total Payments being subject to the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company should have been made Excise Tax (the “UnderpaymentSafe Harbor”), consistent with then the calculations required preceding provisions of this Section will not apply and any noncash payments or benefits will first be reduced ( if necessary, to zero), and any cash payments will thereafter be made hereunder. In the event the Company exhausts its remedies pursuant reduced (if necessary, to Section 14(czero) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine so that 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 Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive Total Payments is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior equal to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 claimSafe Harbor; provided, however, that the Company shall bear and pay directly all costs and expenses Executive may elect to have the cash payments reduced (including additional interest and penaltiesor eliminated) incurred in connection with such contest, and shall indemnify and hold Executive harmless, on an after-tax basis, for before any reduction of the noncash payments or benefits. For purposes of determining whether any of the Total Payments will be subject to the Excise Tax or income tax (including interest and penalties) imposed as a result the amount of such representation Excise Tax, (i) all of the Total Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to Executive and payment of costs and expenses. Without limitation on selected by the foregoing provisions of this Section 14(c)accounting firm which was, the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed immediately prior to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim Change in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. FurthermoreControl, the Company’s control 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 contest shall Code, (ii) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code will be limited treated as subject to issues 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 allocable to such reasonable compensation (within the meaning of Section 280G of the Code), or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit will be determined by the Auditor in accordance with respect the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, (1) the Executive will 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 would is to be payable hereundermade 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 the Covered Termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes and (2) Executive shall will be entitled deemed to settle or contest, as be subject to the case may be, any other issue raised loss of itemized deductions and personal exemptions to the maximum extent provided by the Internal Revenue Service or any other taxing authority. (d) If, after Code for each dollar of incremental income. In the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), Executive becomes entitled to receive any refund with respect to event that the Excise Tax is finally determined to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company be less than the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by taken into account hereunder in calculating the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant Executive must repay to this Section 14the Company, shall be paid by the Company to Executive within five (5) business days following the time that the amount of such reduction in the receipt Excise Tax is finally determined, the portion of the Accounting Firm’s determination; provided that the Gross-Up Payment shall attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive), to the extent that such repayment results in all events be paid no later than a reduction in the end of Excise Tax and a dollar-for-dollar reduction in Executive’s taxable year next following Executive’s taxable year 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 which 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 in calculating the Gross-Up Payment (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance including by reason of any federal, state, local, and foreign income, excise, social security, and other taxes, payment the calendar year in existence or amount of which cannot be determined at the claim is finally settled or otherwise resolved. Notwithstanding any other provision time of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment), and the Company will make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive hereby consents with respect to such withholdingexcess) within five (5) business days following the time that the amount of such excess is finally determined. Executive and the Company must 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 Total Payments. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Notwithstanding anything in this Agreement to Section 14(g)the contrary, if in the event it shall be determined that any Payment payment or distribution by Company or its affiliate to or for the benefit of Executive, whether paid, payable, distributed or distributable pursuant to this Agreement or otherwise (as defined belowa "Payment") would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986 (the "Code") (or any successor provision) or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to in this Agreement as the "Excise Tax (as defined belowTax"), then Executive shall be entitled to receive an additional payment (the “a "Gross-Up Payment”") in an amount such that, that after the payment by Executive of all taxes (and including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employmentPayment. (b) Subject to the provisions of Section 14(cSECTION 11(C), all determinations required to be made under this Section 14SECTION 11, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Company's then independent auditors (the "Accounting Firm (as defined belowFirm"). The Accounting Firm , which shall provide detailed supporting calculations to both to the Company and Executive within 15 business days following the of receipt of written notice from Executive that there has been a Payment giving rise to a Gross-Up Payment, or such earlier time as is requested by the Company. In the event that Any Gross-Up Payment, as determined pursuant to this SECTION 11, shall be paid by Company to Executive within five days of receipt of the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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)Firm's determination. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the possible 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 that will not have been made by the Company that should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event the that Company exhausts its remedies pursuant to Section 14(cSECTION 11(C) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, 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;Company and reasonably acceptable to Executive, (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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c)Section, the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx for a refund, Company shall advance the Company amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, and Executive shall be entitled in his sole discretion 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf advanced by Company pursuant to Section 14(cSECTION 11(C), 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, Executive shall (subject to the Company’s 's complying with the requirements of Section 14(c), if applicablesuch Section) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment receipt by the Company Executive of an amount on Executive’s behalf advanced by Company pursuant to Section 14(cSECTION 11(C), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment payment or distribution in the nature of compensation (as defined belowwithin the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (each, a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax (as defined belowTax”), then the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 9 shall not be conditioned upon the Executive’s termination of employment. (b) Subject to the provisions of Section 14(c9(c), all determinations required to be made under this Section 149, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche or such other certified public accounting firm that is serving as the Company’s primary independent auditors at the time (the “Accounting Firm (as defined belowFirm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, the Executive may 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. 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. 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 that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts or does not seek to pursue its remedies pursuant to Section 14(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after the Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 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 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 Tax, income tax or income other tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c9(c), the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx sxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, if the Company pays directs the Executive to pay such claim and directs Executive to xxx 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 penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with such paymentadvance; and further 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 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 a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(c), 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 (subject to the Company’s complying with the requirements of Section 14(c9(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14Agreement, the 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 Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Notwithstanding anything in this Agreement to Section 14(gthe contrary, in the event that it is determined (as hereafter provided) that any payment or distribution by Employer to or for the benefit of 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 stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (individually and collectively a “Payment”), if it shall be determined that any Payment (as defined below) would be subject to the excise tax imposed by Section 4999 (or any successor provision thereto) of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of being considered “contingent on a change in ownership or control” of the Company or Parent within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to any such taxes (such taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax (as defined belowTax”), then Executive shall be entitled to receive an additional payment or payments (the individually and collectively, a “Gross Up Payment”). The Gross-Up Payment”) Payment with respect to any Payment shall be in an amount such that, after payment by Executive of all taxes (and including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employmentPayment. (b) Subject to the provisions of Section 14(c6(f), all determinations required to be made under this Section 146, including whether an Excise Tax is payable by Executive and when the amount of such Excise Tax and whether a Gross-Up Payment is required, required to be paid to the Executive and the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determinationif any, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may appoint another nationally recognized accounting firm to make (the determinations required hereunder (which accounting firm “Accounting Firm”) selected by Executive in his sole discretion. Executive shall then be referred to as direct the Accounting Firm hereunder)to submit its determination and detailed supporting calculations to both Employer and Executive within 30 calendar days after the date of Executive’s termination of employment, if applicable, and any such other time or times as may be requested by Executive or Employer. All fees and expenses of If the Accounting Firm determines that any Excise Tax is payable by Executive, Employer shall pay or cause to be borne solely by paid the Companyrequired Gross-Up Payment in cash to Executive within five business days after receipt of such determination and calculations with respect to any Payment to Executive. Any determination by If the Accounting Firm shall be binding upon determines that no Excise Tax is payable by Executive, it shall, at the Company same time as it makes such determination, furnish Employer and ExecutiveExecutive an opinion that Executive has substantial authority not to report any Excise Tax on his federal, state or local income or other tax return. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) at the time of the initial any determination by the Accounting Firm hereunder, it is possible that a Gross-Up Payments that Payment (or portion thereof) which will not have been made by the Company Employer should have been made (the an “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company that Employer exhausts or fails to pursue its remedies pursuant to Section 14(c6(f) and Executive thereafter is required to make a payment of any Excise Tax, Executive shall 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 Employer and Executive as promptly as possible. Any such Underpayment shall be promptly paid by the Company to Employer in cash to, or for the benefit of, Executive within five business days after receipt of Executivesuch determination and calculations. (c) Employer and Executive shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of Employer or Executive, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by Section 6(b). Any determination by the Accounting Firm as to the amount of the Gross-Up Payment will be binding on Employer and Executive. (d) The federal, state, and local income or other tax returns filed by Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive will make proper payment of the amount of any Excise Payment and, at the request of Employer, provide to Employer true and correct copies (with any amendments) of Executive’s federal income tax return as filed with the Internal Revenue Service (“IRS”) and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by Employer, evidencing such payment. If prior to the filing of Executive’s federal income tax return, or corresponding state or local tax return, if relevant, the Accounting Firm determines that the amount of the Gross-Up Payment should be reduced, Executive will within five business days pay to Employer the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 6(b) shall be borne by Employer. If such fees and expenses are initially paid by Executive, Employer shall reimburse Executive the full amount of such fees and expenses within five business days after receipt from Executive of a statement therefor and reasonable evidence of his payment thereof. (f) Executive shall notify the Company Employer in writing of any claim by the Internal Revenue Service IRS or any other taxing authority that, if successful, would require the payment by the Company Employer of the a Gross-Up Payment. Such notification shall be given as soon promptly as practicable, practicable but no later than 10 ten business days after Executive is informed in writing actually receives notice of such claim. claim and Executive shall further apprise the Company Employer of the nature of such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by Executive). Executive shall not pay such claim prior to the earlier of (i) the expiration of the 3030 calendar-day period following the date on which Executive he gives such notice to the Company Employer and (or such shorter period ending on ii) the date that any payment of taxes amount with respect to such claim is due). If the Company Employer notifies Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive shall: (i) give the Company provide Employer with any information written records or documents in his possession relating to such claim reasonably requested by the Company relating to such claimEmployer; (ii) take such action in connection with contesting such claim as the Company Employer shall reasonably request in writing from time to time, including, including without limitation, limitation accepting legal representation with respect to such claim by an attorney competent in respect of the subject matter and reasonably selected by the CompanyEmployer; (iii) cooperate with the Company Employer in good faith in order effectively to contest such claim; and (iv) permit the Company Employer to participate in any proceedings relating to such claim; provided, however, that the Company Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, contest and shall indemnify and hold Executive harmlessharmless Executive, on an after-tax basis, for and against any Excise Tax or income tax (tax, including interest and penalties) penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 14(c6(f), the Company Employer shall control all proceedings taken in connection with such contest, the contest of any claim contemplated by this Section 6(f) and, at its sole discretionoption, may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim (provided, however, that Executive may participate therein at his own cost and expense) and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company Employer shall determine; provided, furtherhowever, that, that if the Company pays such claim and Employer directs Executive to pay the tax claimed and xxx for a refund, Employer shall advance the Company amount of such payment to Executive on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (tax, including interest or penalties) penalties with respect thereto, imposed with respect to such payment or with respect to any imputed income in connection with such paymentadvance; and providedprovided further, furtherhowever, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the CompanyEmployer’s control of the contest any such contested claim shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, hereunder and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service IRS or any other taxing authority. (dg) If, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf advanced by Employer pursuant to Section 14(c6(f), Executive becomes entitled to receive receives any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the CompanyEmployer’s complying with the requirements of Section 14(c6(f), if applicable) promptly pay to the Company Employer the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after payment the receipt by the Company Executive of an amount on Executive’s behalf advanced by Employer pursuant to Section 14(c6(f), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company Employer does not notify Executive in writing of its intent to contest such denial of or refund prior to the expiration of 30 calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of any such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined paid by to Executive pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding6. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment (as defined below) would be subject to the Excise Tax (as defined below)Tax, then the Executive shall be entitled to receive an additional payment (the “Gross-Up 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, but excluding any income Payment and after the payment of all additional taxes and penalties interest imposed pursuant under Code Section 409A(a)(1)(B) on the Gross-Up Payment and any severance payment made to Section 409A of the CodeExecutive hereunder, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section (a), if it shall be determined that the Executive is entitled to make the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed one hundred and ten percent (110%) of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the cash payments under Annex A unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to this Section 14 (a). Xxxxxxx’x obligations under this Article 10 shall not be conditioned upon the Executive’s termination of employment, and they shall survive the termination of the Executive’s employment and the Term with respect to any Payments that are determined by the Accounting Firm to be contingent on a “change of control” (as defined in Code Section 280G) of Xxxxxxx that occurs during the Term. (b) Subject to the provisions of Section 14(c)(c) hereof, all determinations required to be made under this Section 14Article 10, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by the independent accounting firm regularly servicing Xxxxxxx prior to the Change in Control, or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm (as defined belowFirm”). The Accounting Firm shall provide detailed supporting calculations both to Xxxxxxx and the Company and Executive within 15 fifteen (15) business days following of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the CompanyXxxxxxx. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, the Executive may 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 Xxxxxxx. Any Gross-Up Payment, as determined pursuant to this Article 10, shall be paid by Xxxxxxx to the CompanyExecutive or the applicable taxing authorities within five (5) business days of the receipt of the Accounting Firm’s determination, which determination shall be made no later than the end of the second month following the later of (i) the calendar year in which the Executive’s employment with Xxxxxxx terminates or (ii) the taxable year of Xxxxxxx in which the Executive’s employment with Xxxxxxx terminates. In the event that such determination cannot be made within such period, payment may be made as soon as practicable after such determination can be made. Any determination by the Accounting Firm shall be binding upon Xxxxxxx and the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company Xxxxxxx should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company Xxxxxxx exhausts its remedies pursuant to Section 14(c(c) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Xxxxxxx to or for the benefit of the Executive. (c) The Executive shall notify the Company Xxxxxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Xxxxxxx of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 ten (10) business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company Xxxxxxx of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive gives such notice to the Company Xxxxxxx (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Xxxxxxx notifies the Company notifies Executive in writing prior to the expiration of such period that the Company Xxxxxxx desires to contest such claim, the Executive shall: (i) give the Company Xxxxxxx any information reasonably requested by the Company Xxxxxxx relating to such claim;, (ii) take such action in connection with contesting such claim as the Company Xxxxxxx 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;Xxxxxxx, (iii) cooperate with the Company Xxxxxxx in good faith in order to effectively to contest such claim; , and (iv) permit the Company Xxxxxxx to participate in any proceedings relating to such claim; provided, however, that the Company Xxxxxxx 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 14(c(c), the Company Xxxxxxx shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company Xxxxxxx shall determine; provided, furtherhowever, that, that if Xxxxxxx directs the Company pays Executive to pay such claim and directs Executive to xxx for a refund, Xxxxxxx shall advance the Company 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) imposed with respect to such payment advance or with respect to any imputed income in connection with such paymentadvance; 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 Xxxxxxx’x 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 Executive’s behalf advanced by Xxxxxxx pursuant to Section 14(c)(c) hereof, 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 (subject to the Company’s Xxxxxxx’x complying with the requirements of Section 14(c)(c) hereof, if applicable) promptly pay to the Company Xxxxxxx the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Company Executive of an amount on Executive’s behalf advanced by Xxxxxxx pursuant to Section 14(c)(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company Xxxxxxx does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14Article 10, the Company Xxxxxxx 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 Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company or its successor to or for the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (as defined below) a “Payment”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (such excise tax, together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such excise tax, and any interest in respect of such penalties, additions to tax or additional amounts, being collectively referred herein to as the “Excise Tax (as defined belowTax”), then Executive shall be entitled to receive and the Company or its successor shall make an additional payment (the a “Gross-Up Payment”) in an amount such that, that after payment by 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 theretoas defined herein) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under Payment shall be made to Executive within 10 days after written request for payment is submitted to the Company or its successor. For purposes of this Section 14 shall 4.3, the terms “tax” and “taxes” mean any and all taxes of any kind whatsoever (including, but not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(climited to, any and all Excise Taxes, income taxes, and employment taxes), all together with any interest thereon, any penalties, additions to tax, or additional amounts with respect to such taxes and any interest in respect of such penalties, additions to tax, or additional amounts. All determinations required to be made under this Section 144.3, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both a certified public accounting firm designated by Executive and reasonably acceptable to the Company and Executive within 15 business days following (the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the “Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunderFirm”). All fees and expenses of the Accounting Firm shall be borne solely by the CompanyCompany or its successor. Any determination Notwithstanding anything to the contrary in this Section 4.3, if any tax authority determines that a greater Excise Tax should be imposed upon the Payments than is determined by the Accounting Firm shall be binding upon the Company and 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 that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 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 14(c)4.3, the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 Executive shall be entitled to settle or contest, as receive the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (d) If, after the receipt by Executive of a full Gross-Up Payment or payment by calculated on the Company basis of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of Excise Tax determined to be payable by such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by tax authority from the Company or its successor within 10 days of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company or the Employer to or for the benefit of Executive (as defined belowwhether 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 4 (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties 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 (as defined belowTax"), then Executive shall be entitled to receive an additional payment (the “a "Gross-Up Payment”") from the Employer in an amount such that, that after payment (whether through withholding at the source or otherwise) by Executive of all taxes (and 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) ), employment taxes and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of this Section 14(c)4, all determinations required to be made under this Section 144, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche (the "Accounting Firm (as defined below). The Accounting Firm Firm") which shall provide detailed supporting calculations both to the Company Employer and Executive within 15 business days following of the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the CompanyEmployer. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, Executive may 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 CompanyEmployer. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Employer to 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 Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company Company, the Employer and 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-Gross- Up Payments that which will not have been made by the Company Employer should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company Employer exhausts its remedies pursuant to the following provisions of this Section 14(c) 4 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of Executive. (c) . Executive shall notify the Company Employer in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after Executive is informed in writing of such claim. Executive claim and shall apprise the Company Employer of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive it gives such notice to the Company Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company Employer notifies Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive shall: (ia) give the Company Employer any information reasonably requested by the Company Employer relating to such claim; (iib) take such action in connection with contesting such claim as the Company Employer 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 CompanyEmployer; (iiic) cooperate with the Company Employer in good faith in order to effectively to contest such claim; and (ivd) permit the Company Employer to participate in any proceedings relating to such claim; provided, however, that the Company Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax Tax, employment tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on of the foregoing provisions of this Section 14(c)4, the Company Employer shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company Employer shall determine; provided, furtherhowever, that, that if the Company pays Employer directs Executive to pay such claim and directs Executive to xxx for a refund, the Company Employer shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax Tax, employment tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s Employer's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf Employer pursuant to the foregoing provisions of this Section 14(c)4, 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, Executive shall (subject to the Company’s Employer complying with the requirements of this Section 14(c), if applicable4) promptly pay to the Company Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Company Executive of an amount on Executive’s behalf advanced by the Employer pursuant to the foregoing provisions of this Section 14(c)4, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company Employer does not notify 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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined . If the Company or the Employer are obligated to provide Executive with one or more Welfare Benefit Coverages pursuant to this Section 142(c), shall be and the amount of such benefits or the value of such benefit coverage (including without limitation any insurance premiums paid by the Company or the Employer to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and provide such benefits) is subject to any income income, employment or other related taxes similar tax imposed by federal, state or local law, or any interest or penalties thereonwith respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Income Tax") on because such benefits cannot be provided under a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim nondiscriminatory health plan described in Section 14(c) that does not result in 105 of the remittance of Code or for any federal, state, local, and foreign income, excise, social security, and other taxesreason, the calendar year Employer will pay to Executive an additional payment or payments (collectively, an "Income Tax Payment"). The Income Tax Payment will be in which an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), Executive retains an amount of the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the Company may, in its sole discretion, withhold and pay over Income Tax Payment equal to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents Income Tax imposed with respect to such withholdingwelfare benefits or such welfare benefit coverage. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. If prior to the expiration of 24 months after the December 23, 2010 close of the exchange offer for all of the Corporation’s outstanding 5.25% Convertible Senior Notes due 2025 and the outstanding 5.50% Convertible Senior Notes due 2026 for up to 546,581,835 newly issued shares of the Corporation’s common stock, (the “Exchange Offer”), which duly constituted a Change of Control, and the occurrence of a subsequent Change of Control event, (a) Subject the Executive’s employment with the Company is terminated by the Executive pursuant to a Termination for Good Reason; or (b) the Executive’s employment with the Company is terminated by the Company for any reason other than death, Disability or for Cause, the Company shall provide Executive with the payments and benefits described in Section 14(g)III of this Exhibit A “Payments and Benefits”, if and certain other additional payments as described in this Section IV of this Exhibit A below. (a) Anything in the Agreement and this Exhibit A to the contrary notwithstanding, in the event it shall be determined that any Payment (as defined below) or any other amounts or benefits delivered to the Executive under the Agreement or any other agreement, plan, policy or program, including, without limitation, equity awards, would be subject to the Excise Tax (as defined below)Tax, then the Executive shall be entitled to receive an additional payment (the “Gross-Up 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, but excluding any income Payment and after the payment of all additional taxes and penalties interest imposed pursuant under Code Section 409A(a)(1)(B) on the Gross-Up Payment and any separation payment made to Section 409A of the CodeExecutive hereunder, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section IV(a), if it shall be determined that the Executive is entitled to make the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section III(a) of this Exhibit A and shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amounts payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amount payable under the Agreement shall be reduced pursuant to this Section IV(a). The company’s obligations under this Section 14 IV shall not be conditioned upon the Executive’s termination of employment and they shall survive the termination of the Executive’s employment. In furtherance of the foregoing, the provisions of this IV(a) shall supersede any provision of any equity award or agreement that limits payment of such award or agreement due to Section 280G or 4999 of the Code, and the Company shall take any necessary action to amend such every such award or agreement to comply with this provision. (b) Anything in the Agreement and this Exhibit A to the contrary notwithstanding, in the event it shall be determined that any amounts or benefits delivered to the Executive under the Agreement or any other agreement, plan, policy or program shall be deemed to be nonqualified deferred compensation that does not comply with Section 409A (“Noncompliant 409A Payment”), and that is therefore subject to the taxes and penalties under Section 409A (the “409A Taxes”), then the Executive shall be entitled to receive an additional payment (the “409A Gross-Up 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 taxes imposed upon the 409A Gross-Up Payment, the Executive shall retain an amount of the 409A Gross-Up Payment equal to the 409A Taxes imposed upon the Payments. (c) Subject to the provisions of Section 14(cIV(d), all determinations required to be made under this Section 14IV, including whether and when a Gross-Up Payment or 409A Gross-Up Payment is required, the amount of such Gross-Up Payment or 409A Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by any nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm (as defined belowFirm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there has been a Payment or a payment that the Executive reasonably believes to be a Noncompliant 409A Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, the Executive may 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. Any Gross-Up Payment, or 409A Gross-Up Payment, as determined pursuant to this Section IV, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm’s determination, which determination shall be made no later than the end of the second month following the later of (1) the calendar year in which the Executive’s employment with the Company terminates and (2) the taxable year of the Company in which the Executive’s employment with the Company terminates. Payment of the Gross-Up Payment or the 409A Gross-Up Payment shall be made as soon as practicable after such determination has been made, but in no event shall payment be made later than the end of the Executive’s taxable year next following the Executive’s taxable year in which the Executive shall have remitted the related taxes. 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 Sections 4999 and 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments and 409A Gross-Up Payments that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(cIV(c) and the Executive thereafter is required to make a payment of any Excise TaxTax or 409A 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 Executive. (cd) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment or the 409A Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 ten business days after the 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 be paid. The Executive shall 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 Executive shall: (i1) give the Company any information reasonably requested by the Company relating to such claim;, (ii2) 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;, (iii3) cooperate with the Company in good faith in order to effectively to contest such claim; , and (iv4) 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 14(cIV(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs the Executive to pay such claim and directs Executive to 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) or 409A Taxes imposed with respect to such payment advance or with respect to any imputed income in connection with such paymentadvance; 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 or 409A 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. (de) If, after the receipt by the Executive of a Gross-Up Payment or payment 409A Gross-Up Payment or an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cIV(d), 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 (subject to the Company’s complying with the requirements of Section 14(cIV(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cIV(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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (ef) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14IV, the 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 Executive, all or any portion of any Gross-Up Payment or 409A Gross-Up Payment, and the Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (ai) Subject If at a time when the Executive would be subject to the tax imposed by Section 14(g)4999 of the Code and the stockholder approval rules of Q&A-6 are not applicable, if it shall be determined that any Payment payment that is either received by the Employee or paid on the Employee’s behalf or any property, or any other benefit provided to the Employee under the Agreement or under any other plan, arrangement or agreement with the Company or any other person whose payments or benefits are treated as contingent on a change of ownership or control of the Company (as defined belowor in the ownership of a substantial portion of the assets of the Company) or any person affiliated with the Company (but only if such payment or other benefit is in connection with (i) the Employee’s employment by the Company or (ii) provided pursuant to an agreement or arrangement entered into by the Company or its subsidiaries prior to such change of ownership or of control of the Company (or in the ownership of a substantial portion of the assets of the Company)) (collectively the “Company Payments”), would be subject to the tax imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) (the “Excise Tax (as defined belowTax”), then Executive the Company shall be entitled pay to receive the Employee an additional payment amount (the “Gross-Up Payment”) in an such that the net amount such thatretained by the Employee, after payment by Executive deduction of all taxes (any Excise Tax on the Company Payments and any interest U.S. federal, state, and local income 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 payroll tax upon the Gross-Up PaymentPayment provided for by this Section 6(F), but excluding before deduction for any U.S. federal, state, and local income taxes and penalties imposed pursuant to Section 409A of or payroll tax on the CodeCompany Payments, Executive retains an amount of the Gross-Up Payment shall be equal to the Excise Tax imposed upon the Company Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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. Any determination by the Accounting Firm shall be binding upon the Company and 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 that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 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 Notwithstanding the foregoing provisions of this Section 14(c6(F), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 it shall be limited determined that the Employee is otherwise entitled to issues with respect to which the Gross-Up Payment would be payable hereunder, and 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to in accordance with this Section 14(c6(F), Executive becomes entitled to receive any refund with respect to but that the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall Parachute Value (subject to as defined below) of all Payments does not exceed 110% of the Company’s complying with the requirements of Section 14(cSafe Harbor Amount (as defined below), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the no Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted made to the Internal Revenue Service or any other applicable taxing authority orExecutive, and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the case of amounts relating to a claim described in Section 14(c) that does not result in aggregate, equals the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolvedSafe Harbor Amount. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for For purposes of this Section 14:6(F), (A) “Parachute Value” of a Payment shall mean the present value as of the date of the change of control for purposes of Section 280G of the Code of the portion of such Payment that constitutes a “parachute payment” under Section 280G(b)(2), and (B) the “Safe Harbor Amount” means 2.99 times the Executive’s “base amount,” within the meaning of Section 280G(b)(3) of the Code.

Certain Additional Payments. (a) Subject to Section 14(g), if In the event it shall be determined that any Payment payment, benefit or distribution of any type to or for the benefit of the Executive by the Company, any of its affiliates, or any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as defined belowamended (the "Code"), and the regulations thereunder) would be or any affiliate of such person, whether paid or payable, received or receivable, or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional payment (the “"Gross-Up Payment”") in an amount such that, that after payment by the Executive of all taxes (and including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Total Payments (not including the Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employmentPayment). (b) Subject All determinations as to whether any of the provisions Total Payments are "parachute payments" (within the meaning of Section 14(c280G of the Code), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and any amounts relevant to the assumptions to be utilized in arriving at such determinationlast sentence of Subsection 12(a), shall be made by an independent accounting firm selected by the Company from among the largest five accounting firms in the United States (the "Accounting Firm"). Unless the Executive agrees otherwise in writing, the Accounting Firm (as defined below)cannot during the two years preceding the date of its selection have acted in any way on behalf of the Company or any of its affiliates. The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and Executive the Executive, within 15 business five days following of the receipt of notice from Executive that there has been a Payment Termination Date, if applicable, or such earlier time as is requested by the Company. In Company or the event Executive (if the Executive reasonably believes that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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 any of the Accounting Firm shall Total Payments may be borne solely by subject to the CompanyExcise Tax). 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 may be determined that the Company should have made Gross-Up Payments ("Underpayment"), or that Gross-Up Payments that will not have been made by the Company which should not have been made (the “Underpayment”"Overpayments"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Taxeither such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred and any occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) . In the case of an Overpayment, the Executive shall notify shall, at the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company direction and expense of the Gross-Up Payment. Such notification shall be given as soon as practicableCompany, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 steps as are reasonably necessary (including the Company shall reasonably request in writing from time to timefiling of returns and claims for refund), includingfollow reasonable instructions from, without limitationand procedures established by, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) , and otherwise reasonably cooperate with the Company in good faith in order effectively to contest correct such claim; and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that Overpayment. The Executive and the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred each reasonably cooperate with the other in connection with such contest, and shall indemnify and hold Executive harmless, on an after-tax basis, any administrative or judicial proceedings concerning the existence or amount of liability 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 paidTotal Payments. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject If any payments, distributions or other benefits by or from URS to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) would (a) constitute a “parachute payment” within the meaning of Section 14(g280G of the Code (collectively, the “Payment”) and (b) but for this sentence, be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties payable 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”), if it then such Payment shall be determined reduced to the Reduced Amount. The “Reduced Amount” shall be either (i) the largest portion of the Payment that any would result in no portion of the Payment being subject to the Excise Tax or (as defined belowii) would the largest portion, up to and including the total, of the Payment, whichever amount, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), results in Employee’s receipt, on an after-tax basis, of the greater economic benefit notwithstanding that all or some portion of the Payment may be subject to the Excise Tax Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, reduction shall occur in the manner that results in the greatest economic benefit for Employee. If more than one method of reduction will result in the same economic benefit, the items so reduced will be reduced pro rata. Within any category of payments and benefits (such as defined belowcash payments, accelerated vesting of equity awards other than stock options, accelerated vesting of stock options, and other benefits paid to Employee), then Executive a reduction shall be entitled to receive an additional payment (the “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed occur first with respect to such taxes), including, without limitation, any income taxes (amounts that are not “deferred compensation” within the meaning of Section 409A and any interest and penalties imposed then with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employmentamounts that are “deferred compensation”. (b) Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event it is subsequently determined by the Internal Revenue Service that some portion of the Accounting Firm Reduced Amount as determined pursuant to clause (i) in Section 9(a) is subject to the Excise Tax, Employee agrees to promptly return to URS a sufficient amount of the Payment so that no portion of the Reduced Amount is subject to the Excise Tax. For the avoidance of doubt, if the Reduced Amount is determined pursuant to clause (ii) in Section 9(a), Employee will have no obligation to return any portion of the Payment pursuant to the preceding sentence. (c) Unless Employee and URS agree on an alternative accounting firm or law firm, all calculations required by this Section 9 shall be performed by the independent auditors retained by URS Delaware most recently prior to the change in control transaction (the “Auditors”), based on information supplied by URS and Employee. If the Auditors are serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlin control transaction, Executive may URS shall appoint another a nationally recognized accounting or law firm to make the determinations required hereunder (which hereunder. URS shall bear all expenses with respect to the determinations by such accounting or law 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. Any determination by the Accounting Firm shall be binding upon the Company and 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 that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) hereunder and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 Executive shall be entitled to settle or contestrely upon such determinations, 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (final and any income or other related taxes or interest or penalties thereon) binding on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, URS and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholdingEmployee. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company to or for the benefit of Executive (as defined belowwhether 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 4 (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties 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 (as defined belowTax"), then Executive shall be entitled to receive an additional payment (the “a "Gross-Up Payment”") in an amount such that, that after payment (whether through withholding at the source or otherwise) by Executive of all taxes (and 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) ), employment taxes and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of this Section 14(c)4, all determinations required to be made under this Section 144, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche (the "Accounting Firm (as defined below). The Accounting Firm Firm") which shall provide detailed supporting calculations both to the Company and Executive within 15 business days following of the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, the Executive may 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. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to 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 Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and 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 that which will not have been made by the Company should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to the following provisions of this Section 14(c) 4 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) . Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive it 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive shall: (ia) give the Company any information reasonably requested by the Company relating to such claim; (iib) 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; (iiic) cooperate with the Company in good faith in order to effectively to contest such claim; and (ivd) 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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax Tax, employment tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on of the foregoing provisions of this Section 14(c)4, the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax Tax, employment tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to the foregoing provisions of this Section 14(c)4, 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, Executive shall (subject to the Company’s Company complying with the requirements of this Section 14(c), if applicable4) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to the foregoing provisions of this Section 14(c)4, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined . If the Company is obligated to provide the Executive with one or more Welfare Benefit Coverages pursuant to this Section 142(c), shall be and the amount of such benefits or the value of such benefit coverage (including without limitation any insurance premiums paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and provide such benefits) is subject to any income income, employment or other related taxes similar tax imposed by federal, state or local law, or any interest or penalties thereonwith respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Income Tax") on because such benefits cannot be provided under a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim nondiscriminatory health plan described in Section 14(c) that does not result in 105 of the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled Code or otherwise resolved. Notwithstanding for any other provision of this Section 14reason, the Company may, in its sole discretion, withhold and will pay over to the Internal Revenue Service Executive an additional payment or payments (collectively, an "Income Tax Payment"). The Income Tax Payment will be in an amount such that, after payment by the Executive of all taxes (including any other applicable taxing authority, for the benefit of Executive, all interest or any portion of any Gross-Up Payment, and Executive hereby consents penalties imposed with respect to such withholdingtaxes), the Executive retains an amount of the Income Tax Payment equal to the Income Tax imposed with respect to such welfare benefits or such welfare benefit coverage. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Notwithstanding anything to the contrary set forth in Section 14(g)9 above, if in the event it shall be determined that any Payment payment, benefit or distribution of any type to or for the benefit of the Executive by the Company, any of its affiliates, or any person who acquires ownership or effective control of the Company or ownership of a substantial portion of the Company's assets (as defined belowwithin the meaning of Section 280G of the Code and the regulations thereunder) would be or any affiliate of such person, whether paid or payable, received or receivable, or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments"), is subject to the excise tax imposed by Section 4999 of the Code or any similar successor provision or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are collectively referred to as the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional payment (the “"Gross-Up Payment”") in an amount such that, that after payment by the Executive of all taxes (and including any interest or penalties imposed with respect to such taxes), includingincluding any Excise Tax, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Total Payments (not including the Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employmentPayment). (b) Subject All determinations as to whether any of the provisions Total Payments are "parachute payments" (within the meaning of Section 14(c280G of the Code), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and any amounts relevant to the assumptions to be utilized in arriving at such determinationlast sentence of Section 11(a), shall be made by an independent accounting firm selected by the Company from among the largest five accounting firms in the United States (the "Accounting Firm"). Unless the Executive agrees otherwise in writing, the Accounting Firm (as defined below)cannot during the two years preceding the date of its selection have acted in any way on behalf of the Company or any of its affiliates. The Accounting Firm shall provide its determination (the "Determination"), together with detailed supporting calculations calculations, regarding the amount of any Gross-Up Payment and any other relevant matter, both to the Company and Executive the Executive, within 15 business five days following of the receipt of notice from Executive that there has been a Payment Termination Date, if applicable, or such earlier time as is requested by the Company. In Company or the event Executive (if the Executive reasonably believes that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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 any of the Accounting Firm shall Total Payments may be borne solely by subject to the CompanyExcise Tax). 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 may be determined that the Company should have made Gross-Up Payments ("Underpayment"), or that Gross-Up Payments that will not have been made by the Company which should not have been made (the “Underpayment”"Overpayments"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Taxeither such event, the Accounting Firm shall determine the amount of the Underpayment or Overpayment that has occurred and any occurred. In the case of an Underpayment, the amount of such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. In the case of an Overpayment, the Executive shall, at the direction and expense of the Company, take such steps as are reasonably necessary (including the filing of returns and claims for refund), follow reasonable instructions from, and procedures established by, the Company, and otherwise reasonably cooperate with the Company to correct such Overpayment. 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 Total Payments. (c) The parties acknowledge and agree that the CIC Plan provides for a Gross-Up Payment to be made under one or more circumstances (the "Gross-Up Plan"). The parties further acknowledge and agree that, notwithstanding any Waiver Requirement contained in the CIC Plan, (i) the Executive shall notify receive any benefits to which he would be eligible pursuant to the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company terms of the Gross-Up Payment. Such notification Plan (without regard to any amendments or modifications thereto (unless the Executive shall be given as soon as practicable, but no later than 10 business days after Executive is informed separately consent in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior in his sole discretion to the expiration applicable to this Agreement of the 30-day period following the date on which Executive gives each such notice to the Company (amendment or such shorter period ending on the date that any payment of taxes with respect to such claim is duemodification). If the Company notifies Executive in writing prior to the expiration of such period that the Company desires to contest such claim, 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 without duplicating the Company benefits to be provided pursuant to the foregoing subclause (i), the Executive shall reasonably request in writing from time receive the benefits provided pursuant to timethis Section 11, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; and (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 Executive 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 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed be subject to the appropriate taxing authority on behalf lesser of Executive and direct Executive to xxx for a refund (A) any constraints or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties) restrictions 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 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 by the Gross-Up Payment would be payable hereunderPlan then in effect as to the Executive, and 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(B) those imposed hereby. (d) If, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in In all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority orrespects, in the case event of amounts relating to a claim described in Section 14(c) that does not result in conflict between the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion provisions of any Gross-Up Payment, Plan adopted by the Company that is otherwise applicable to the Executive and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes provisions of this Section 14:Agreement, the provisions of this Agreement shall prevail as to the Executive.

Certain Additional Payments. (a) Subject SECTION 12.01. Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment, award, benefit or distribution (as defined belowincluding, without limitation, the acceleration of any payment, award, distribution or benefit) by the Company or its Subsidiaries to or for the benefit of the Executive (whether pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Article 12) (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any corresponding provisions of state or local tax law, 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 (as defined belowTax”), then the Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, that after payment by the Executive of all taxes (including any Excise Tax, income tax or employment tax) imposed upon the Gross-Up Payment 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of from the Gross-Up Payment an amount equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make payment of a Gross-Up Payments Payment under this Section 14 12.01 shall not be conditioned upon the Executive’s termination of employment. Notwithstanding the foregoing provisions of this Section 12.01, if it shall be determined that the Executive is entitled to a Gross-Up Payment, but that the portion of the Payments that would be treated as “parachute payments” under Section 280G of the Code does not exceed the lesser of 110% of the Safe Harbor Amount (as defined in the following sentence) or $200,000, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the greatest amount of payments in the nature of compensation that are contingent on a Change in Control for purposes of Section 280G of the Code that could be paid to the Executive without giving rise to any Excise Tax. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 5.03. For purposes of reducing the payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amounts payable under this Agreement would not result in a reduction of the Payments to the Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to this Section 12.01. (b) SECTION 12.02. Subject to the provisions of Section 14(c)12.03, all determinations required to be made under this Section 14Article 12, including the determination of whether and when a Gross-Up Payment is required, required and of the amount of any such Gross-Up up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent auditors or such other accounting firm agreed by the parties hereto (the “Accounting Firm (as defined belowFirm”). The Accounting Firm , which shall provide detailed supporting calculations both to the Company and Executive Companies within 15 business days following after the receipt of notice from the Companies that the Executive that there has been received a Payment Payment, or such earlier time as is requested by the CompanyCompanies, provided that any determination that an Excise Tax is payable by the Executive shall be made on the basis of substantial authority. In The Companies will promptly provide copies of such supporting calculations to the event that Executive on which the Executive may rely. The initial Gross-Up Payment, if any, as determined pursuant to this Section 12.02, shall be paid to the Executive (or for the benefit of the Executive to the extent of the Companies’ withholding obligation with respect to applicable taxes) no later than one day prior to the due date for the payment of any Excise Tax. If the Accounting Firm determines that no Excise Tax is serving as accountant or auditor payable by the Executive, it shall furnish the Companies with a written opinion that substantial authority exists for the individualExecutive not to report any Excise Tax on his Federal income tax return and, entityas a result, or group effecting the change Companies are not required to withhold Excise Tax from payments to the Executive. The Companies will promptly provide a copy of control, any such opinion to the Executive on which the Executive may 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 Companyrely. Any determination by the Accounting Firm meeting the requirements of this Section 12.02 shall be binding upon the Company Companies 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 that which will not have been made by the Company Companies should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company Companies exhausts its their remedies pursuant to Section 14(c) 12.03 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred occurred, and any such Underpayment shall be promptly paid by the Company Companies to or for the benefit of the Executive. The fees and disbursements of the Accounting Firm shall be paid by the Companies. (c) SECTION 12.03. The Executive shall notify the Company Companies in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Companies of the a Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no not later than 10 ten business days after the Executive is informed in writing receives written notice of such claim. Executive claim and shall apprise the Company Companies of the nature of such claim and the date on which such claim Claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive it gives such notice to the Company Companies (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Companies notify the Executive in writing prior to the expiration of such period that the Company desires they desire to contest such claim, the Executive shall: (i) give the Company Companies any information reasonably requested by the Company Companies relating to such claim;, (ii) take such action in connection with contesting such claim as the Company Companies 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;Companies, (iii) cooperate with the Company Companies in good faith in order effectively to contest such claim; , and (iv) permit the Company Companies to participate in any proceedings relating to such claim; provided, however, that the Company Companies shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or Tax, income tax (or employment tax, including interest and penalties) penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c)12.03, the Company Companies shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx sxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company Companies shall determine; provided, furtherhowever, that, that if the Company pays Companies direct the Executive to pay such claim and directs Executive to xxx sxx for a refund, the Company Companies 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 Tax, income tax (or employment tax, including interest or penalties) penalties with respect thereto, imposed with respect to such payment or with respect advance (except that if such a loan would not be permitted under applicable law, the Companies may not direct the Executive to any imputed income in connection with such paymentpay the claim and sxx for a refund); and provided, further, further provided that any extension of the statute of limitations relating to the 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 Companies’ control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, 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) SECTION 12.04. If, after the receipt by the Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf advanced by the Companies pursuant to Section 14(c)12.03, 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 (subject to the Company’s complying compliance by the Companies with the requirements of Section 14(c), if applicable12.03) promptly pay to the Company Companies the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Company Executive of an amount on Executive’s behalf advanced by the Companies pursuant to Section 14(c)12.03, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does Companies do not notify the Executive in writing of its their 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 payment advance shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (ai) Subject to Section 14(g), if In the event it shall be determined that any Payment payment, benefit or distribution by the Company (as defined belowor any other payor described in Treas. Reg. Sec. 1.280G-1, Q&A 10) to you or for your benefit (a “Payment”) would be subject to the excise tax (the “Excise Tax Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (as defined belowthe “Code”), then Executive you shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, after payment by Executive you of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, including any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax Taxes imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains you retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the such Payments. The Company’s obligation Notwithstanding the foregoing, (A) in the event that the aggregate amount of Payments is no more than 105% of the maximum amount of Payments that may be made to make you without incurring an Excise Tax (the “Safe-Harbor Amount”), you shall not be entitled to a Gross-Up Payment and shall instead reduce Payments in an amount sufficient to reduce the aggregate amount of Payments below the Safe-Harbor Amount and (B) the Company shall have no obligation to pay you a Gross-Up Payment, and you shall have no obligation to reduce Payments, under this paragraph 10(i), unless the “change in ownership or effective control” or “change in ownership of a substantial portion of the assets” of the Company (within the meaning of Section 14 280G of the Code; a “280G Transaction”) giving rise to the Excise Tax is consummated on or before December 31, 2011. (ii) In the event a 280G Transaction is consummated after December 31, 2011, (A) you shall not be conditioned upon Executive’s termination entitled to any Gross-Up Payment and (B) you shall instead reduce Payments in an amount sufficient to reduce the aggregate amount of employmentPayments below the Safe-Harbor Amount, but such reduction shall only be imposed if the aggregate after-tax value of the Payments retained by you (after giving effect to such reduction) is equal to or greater than the aggregate after-tax value (after giving effect to the Excise Tax) of the Payments to you without any such reduction. For purposes of this paragraph 10, whenever there is to be a reduction in Payments, cash payments shall be reduced first and then equity acceleration Payments shall be reduced. (biii) Subject to the provisions of Section 14(c), all All determinations required to be made under this Section 14paragraph 10, including whether and when a Gross-Up Payment or reduction is required, required and the amount of such any Gross-Up Payment, and the assumptions to be utilized in arriving at such determinationPayment or reductions of Payments, shall be made by a nationally recognized certified public accounting firm that shall be designated by the Company and reasonably acceptable to you (the “Accounting Firm (as defined belowFirm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive you within 15 business days following of the receipt of notice from Executive you that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant Company or auditor for the individual, entity, or group effecting the change of control, Executive may 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)you. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this paragraph 10, shall be paid by the Company to you within 5 business days of the receipt of the Accounting Firm’s determination and in any event not later than the last day of the calendar year after the calendar year in which the applicable Excise Tax is paid. If the Accounting Firm determines that no Excise Tax is payable by you or that a reduction is required, it shall so indicate to you in writing. (iv) Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty you (absent manifest error), provided that, in the application of Section 4999 of event that your tax advisor delivers to the Code at Accounting Firm and the time of Company a written opinion that the initial determination actual Excise Tax payable by you is greater than the Excise Tax amount initially determined by the Accounting Firm hereunderby reason of (A) manifest error, it is possible that Gross-Up Payments that will (B) any Payment the existence or amount of which could not have been been, or was not, determined or known at the time the Excise Tax was initially determined or (C) any determination, claim or assertion made by any tax authority that the Company should have been made (actual Excise Tax is greater than the “Underpayment”)amount initially determined by the Accounting Firm, consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of then, in any Excise Taxsuch case, the Accounting Firm shall determine recalculate the amount of the Underpayment that has occurred Excise Tax and any required (or additional) Gross-Up Payment or reduction in Payments. Any such Underpayment additional calculation or determination shall be promptly paid by performed consistent with this paragraph 10, including your right to deliver the Company to or for notice from your tax advisor described above. Any disputes between the benefit of Executiveparties over such calculations and determinations shall be resolved in accordance with paragraph 14(ii). (cv) Executive You shall notify the Company in writing of any written claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive You shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive You shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive gives you give 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 Executive you in writing prior to the expiration of such period that the Company desires to contest Contest such claim, Executive shall: you 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, including 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 claim and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that (A) the Company shall bear and pay directly all costs and expenses (including additional income taxes, interest and penalties) incurred in connection with such contest, and shall indemnify and hold Executive you harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and or penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c), expenses and (B) your obligation to cooperate with the Company shall control all proceedings taken in connection with such contestnot require you to take any action, and, at its sole discretion, may pursue or forgo forego taking 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 Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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, furtheraction, that any extension of the statute of limitations relating to payment of taxes for the taxable year of 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 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 authorityhave an adverse effect on your overall tax position. (d) If, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Whether or not Executive becomes entitled to the payments or benefits pursuant to Section 14(g)2 of this Agreement, if it shall any of the payments or benefits received or to be determined that received by Executive (including any payment or benefit received or to be received in connection with a Change in Control or Executive’s termination of employment, whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement) (all such payments and benefits, excluding the Gross-Up Payment (described below, being hereinafter referred to as defined belowthe “Total Payments”) would will be subject to the tax under Section 4999 of the Code (the “Excise Tax (as defined belowTax”), then the Company will pay to the Executive shall be entitled to receive an additional payment amount (the “Gross-Up Payment”) in an such that the net amount such thatretained by the Executive, after payment by Executive deduction of all taxes (any Excise Tax on the Total Payments and any interest or penalties imposed with respect to such taxes)federal, including, without limitation, any state and local income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding and after taking into account the phase out of itemized deductions and personal exemptions attributable to the Gross-Up Payment, is equal to the Total Payments. In the event that the amount of the Total Payments does not exceed 110% of the largest amount that would result in no portion of the Total Payments being subject to the Excise Tax (the “Safe Harbor”), then the preceding provisions of this Section will not apply and such reduction shall be made from the severance amounts in Section 2(a) and (b) above so that the amount of the Total Payments is equal to the Safe Harbor. For purposes of determining whether any income taxes of the Total Payments will be subject to the Excise Tax and penalties imposed pursuant the amount of such Excise Tax, (i) all of the Total Payments will be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of tax counsel (“Tax Counsel”) reasonably acceptable to 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 409A 280G(b)(4)(A) of the Code, Executive retains an (ii) all “excess parachute payments” within the meaning of Section 280G(b)(l) of the Code will be 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 allocable to such reasonable compensation (within the meaning of Section 280G of the Code), or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit will be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment equal Payment, (1) the Executive will be deemed to pay federal income tax at the Excise Tax imposed upon highest marginal rate of federal income taxation in the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to calendar year in which the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is requiredto 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 the Covered Termination, net of the amount maximum reduction in federal income taxes which could be obtained from deduction of such Gross-Up Payment, state and the assumptions local taxes and (2) Executive will be deemed to be utilized in arriving at such determination, shall be made subject to the loss of itemized deductions and personal exemptions to the maximum extent provided by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt Code for each dollar of notice from Executive that there has been a Payment or such earlier time as is requested by the Companyincremental income. In the event that the Accounting Firm Excise Tax is serving as accountant or auditor for finally determined to be less than the individual, entity, or group effecting amount taken into account hereunder in calculating the change of control, Executive may 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. Any determination by the Accounting Firm shall be binding upon the Company and 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 Payment, Executive must repay to the Company, within five (5) business days following the later of the time that will not have been made the amount of such reduction in the Excise Tax is finally determined or Executive receives any refund related thereto, the portion of the Gross-Up Payment attributable to such reduction (plus that portion of the Gross-Up Payment attributable to the Excise Tax and federal, state and local income and employment taxes imposed on the Gross-Up Payment being repaid by Executive, to the Company should have been made (extent that such repayment results in a reduction in the “Underpayment”)Excise Tax and a dollar-for-dollar reduction in Executive’s taxable income and wages for purposes of federal, consistent with the calculations required to be made hereunderstate and local income and employment taxes. In the event that the Company exhausts its remedies pursuant Excise Tax is determined to Section 14(c) and Executive thereafter is required to make a payment exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any Excise Tax, payment the Accounting Firm shall determine the existence or amount of which cannot be determined at the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company time of the Gross-Up Payment. Such notification shall be given as soon as practicable), but no later than 10 business days after Executive is informed the Company will make an additional Gross-Up Payment in writing respect of such claim. excess (plus any interest, penalties or additions payable by the Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 excess) within five (5) business days following the time that the amount of such excess is due)finally determined. If Executive and the Company notifies Executive in writing prior to must each reasonably cooperate with the expiration of such period that the Company desires to contest such claim, Executive shall: (i) give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action other in connection with contesting such claim as any administrative or judicial proceedings concerning the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation existence or amount of liability for Excise Tax with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate Total Payments. Notwithstanding anything in this Section 5 to the contrary, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), in no event shall the Company pay Executive (or pay on Executive’s behalf) any amount to which Executive is entitled under this Section 5 later than the end of Executive’s taxable year next following Executive’s taxable year in good faith in order effectively to contest such claim; and (iv) permit which Executive remits 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 Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiesas applicable) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 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) Ifin the case of costs and expenses payable under this Section, after the receipt by Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income taxes that are the subject of the audit or other related taxes or interest or penalties thereon) on a Payment litigation are remitted to the Internal Revenue Service Service, or any other applicable taxing authority or, in the case where as a result of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxessuch audit or litigation no taxes are remitted, the calendar end of Executive’s taxable year next following Executive’s taxable year in which the claim audit is finally settled completed or otherwise resolved. Notwithstanding any there is a final and nonappealable settlement or other provision resolution of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholdinglitigation). (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment payment or distribution in the nature of compensation (as defined belowwithin the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, 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 3 (the “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax (“Excise Tax (as defined belowTax”), then Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, after payment (whether through withholding at the source or otherwise) by Executive of all taxes (and 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) ), employment taxes and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment. The Company’s obligation Notwithstanding the foregoing provision of this Section 3, if the Company determines that by reducing the Payment by an amount not to make exceed 10% of the Payment (“Reduced Amount”) the receipt of the Payment will not give rise to any Excise Tax, and thus no Gross-Up Payments Payment would be required to be made to Executive, then the amount of the Payment shall be reduced by the minimum Reduced Amount necessary, with such reduction to be made from the amounts payable under Section 2(a) and (c), to avoid any Excise Tax and no Gross-Up Payment shall be required under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) 3 or the Agreement. Subject to the provisions of this Section 14(c)3, all determinations required to be made under this Section 143, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm that is selected by the Company (the “Accounting Firm (as defined below). The Accounting Firm Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days following after the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control or the Accounting Firm declines or is unable to serve, Executive may shall appoint another nationally recognized certified public 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. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to Executive within 15 days after the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and 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 that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to the following provisions of this Section 14(c) 3 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive no later than December 31st of the year following the year during which Executive remits the related taxes, provided however, that in no event shall such Underpayment be made to Executive until after the 6-month period commencing on the date of Executive. (c) ’s Covered Termination. Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 business days after Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive it 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive shall: (ia) give the Company any information reasonably requested by the Company relating to such claim; (iib) 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; (iiic) cooperate with the Company in good faith in order to effectively to contest such claim; and (ivd) 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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax Tax, employment tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on of the foregoing provisions of this Section 14(c)3, the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx sxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx sxx for a refund, the Company shall provide the amount of such payment to Executive as an additional payment (“Supplemental Payment”) (subject to possible repayment as provided in the next paragraph) and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax Tax, employment tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment or with respect to any imputed income in connection with such paymentrespect thereto; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of 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 a Gross-Up Payment or Supplemental Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount provided by the Company of an amount on Executive’s behalf pursuant to the foregoing provisions of this Section 14(c)3, 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, Executive shall (subject to the Company’s Company complying with the requirements of this Section 14(c), if applicable3) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by If the Company of an amount on Executive’s behalf is obligated to provide Executive with one or more Welfare Benefit Coverages pursuant to Section 14(c2(d), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 offsetbenefits or the value of such benefit coverage (including, to the extent thereofwithout limitation, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be any insurance premiums paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and provide such benefits) is subject to any income income, employment or other related taxes similar tax imposed by federal, state or local law, or any interest or penalties thereonwith respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Income Tax”) on because such benefits cannot be provided under a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim nondiscriminatory health plan described in Section 14(c) that does not result in 105 of the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled Code or otherwise resolved. Notwithstanding for any other provision of this Section 14reason, the Company maywill pay to Executive an additional payment or payments (collectively, an “Income Tax Payment”). The Income Tax Payment will be in its sole discretionan amount such that, withhold and pay over after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), Executive retains an amount of the Income Tax Payment equal to the Internal Revenue Service or any other applicable taxing authority, for the benefit of Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents Income Tax imposed with respect to such withholdingwelfare benefits or such welfare benefit coverage. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment (as defined below) would be subject to the Excise Tax (as defined below)Tax, then the Executive shall be entitled to receive an additional payment (the “"Gross-Up 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, but excluding any income Payment and after the payment of all additional taxes and penalties interest imposed pursuant under Code Section 409A(a)(1)(B) on the Gross-Up Payment and any severance payment made to Section 409A of the CodeExecutive hereunder, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section (a), if it shall be determined that the Executive is entitled to make the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the cash payments under Annex A unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to this Section 14 (a). Xxxxxxx'x obligations under this Article 10 shall not be conditioned upon the Executive’s 's termination of employment, and they shall survive the termination of the Executive's employment and the Term with respect to any Payments that are determined by the Accounting Firm to be contingent on a "change of control" (as defined in Code Section 280G) of Xxxxxxx that occurs during the Term. (b) Subject to the provisions of Section 14(c)(c) hereof, all determinations required to be made under this Section 14Article 10, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, determination shall be made by the independent accounting firm regularly servicing Xxxxxxx prior to the Change in Control, or such other nationally recognized certified public accounting firm as may be designated by the Executive (the "Accounting Firm (as defined belowFirm"). The Accounting Firm shall provide detailed supporting calculations both to Xxxxxxx and the Company and Executive within 15 fifteen (15) business days following of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the CompanyXxxxxxx. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, the Executive may 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 Xxxxxxx. Any Gross-Up Payment, as determined pursuant to this Article 10, shall be paid by Xxxxxxx to the CompanyExecutive or the applicable taxing authorities within five (5) business days of the receipt of the Accounting Firm's determination, which determination shall be made no later than the end of the second month following the later of (i) the calendar year in which the Executive's employment with Xxxxxxx terminates or (ii) the taxable year of Xxxxxxx in which the Executive's employment with Xxxxxxx terminates. In the event that such determination cannot be made within such period, payment may be made as soon as practicable after such determination can be made. Any determination by the Accounting Firm shall be binding upon Xxxxxxx and the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company Xxxxxxx should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event the Company Xxxxxxx exhausts its remedies pursuant to Section 14(c(c) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Xxxxxxx to or for the benefit of the Executive. (c) The Executive shall notify the Company Xxxxxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Xxxxxxx of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 ten (10) business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company Xxxxxxx of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive gives such notice to the Company Xxxxxxx (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Xxxxxxx notifies the Company notifies Executive in writing prior to the expiration of such period that the Company Xxxxxxx desires to contest such claim, the Executive shall: (i) give the Company Xxxxxxx any information reasonably requested by the Company Xxxxxxx relating to such claim;, (ii) take such action in connection with contesting such claim as the Company Xxxxxxx 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;Xxxxxxx, (iii) cooperate with the Company Xxxxxxx in good faith in order to effectively to contest such claim; , and (iv) permit the Company Xxxxxxx to participate in any proceedings relating to such claim; provided, however, that the Company Xxxxxxx 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 14(c(c), the Company Xxxxxxx shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company Xxxxxxx shall determine; provided, furtherhowever, that, that if Xxxxxxx directs the Company pays Executive to pay such claim and directs Executive to xxx for a refund, Xxxxxxx shall advance the Company 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) imposed with respect to such payment advance or with respect to any imputed income in connection with such paymentadvance; 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 Xxxxxxx'x 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 Executive’s behalf advanced by Xxxxxxx pursuant to Section 14(c)(c) hereof, 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 (subject to the Company’s Xxxxxxx'x complying with the requirements of Section 14(c)(c) hereof, if applicable) promptly pay to the Company Xxxxxxx the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Company Executive of an amount on Executive’s behalf advanced by Xxxxxxx pursuant to Section 14(c)(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company Xxxxxxx does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14Article 10, the Company Xxxxxxx 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 Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject A. Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment payment or benefit received or to be received by the Executive (as defined belowwhether paid or payable or distributed or distributable pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, any Person whose actions result in a Business Combination or any Person Affiliated with the Company or such Person, but determined without regard to any additional payments required under this Section VIII) (collectively, a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code (or any successor section) or any interest or penalties are incurred by the Executive with respect to such excise tax (any such tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional payment (the “a "Gross-Up Payment”") in an amount such that, that after payment by the Executive of all taxes (and 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section VIII.A., if it shall be determined that the Executive is entitled to make a Gross-Up Payment, but that the Executive, after taking into account the Payments under and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax benefit the Executive would receive if the Gross-Up Payment were eliminated and the Payments were reduced, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to the Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. For purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) all of the Payments shall be treated as "parachute payments" (within the meaning of Section 280G(b) of the Code) unless, in the opinion of tax counsel ("Tax Counsel") reasonably acceptable to the Executive and selected by the Accounting Firm (as defined below), 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)(1) of the Code shall be 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" (as defined in 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 non-cash benefits or any deferred payment or benefit shall be determined by the Accounting Firm in accordance with the principals of Sections 280G(d)(3) and (4) of the Code. 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 is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence (or, if higher, the state and locality of Executive's employment) 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 14 shall not VIII.A.), net of the maximum reduction in federal income taxes which could be conditioned upon Executive’s termination obtained from deduction of employmentsuch state and local taxes. (b) B. Subject to the provisions of Section 14(c)VIII.C., all determinations required to be made under this Section 14VIII, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young or such other certified public accounting firm as may be designated by the Executive (the "Accounting Firm (as defined below). The Accounting Firm Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there a Payment has been a Payment made or will be required, as the case may be, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, Person or group of Persons effecting a Business Combination, the change of control, Executive may 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. Any Gross-Up Payment, as determined pursuant to this Section VIII., shall be paid by the Company to the Executive within five 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 that which will not have been made by the Company should have been made (the “"Underpayment”), ") consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(c) VIII.C. and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) C. The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after the Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive he or she 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 it desires to contest such claim, the Executive shall: (i) 1. give the Company any information reasonably requested by the Company relating to such claim; (ii) 2. 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) 3. cooperate with the Company in good faith in order to effectively to contest such claim; and (iv) 4. 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, contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c)VIII.C., the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx sue for a refund or to contest the claim in any permissible manner, and xxx Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, thathowever, that if the Company pays directs the Executive to pay such claim and directs Executive to xxx sue for a refund, the Company shall advance the amount of such paymenx xo 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 penaltiesand penalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided 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 's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, 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) D. If, after the receipt by the Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)VIII.C., 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 (subject to the Company’s 's complying with the requirements of Section 14(c), if applicableVIII.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 payment the receipt by the Executive of any amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)VIII.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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the E. The Gross-Up Payment shall in all events be paid no made not later than the end fifth day following the Date of Executive’s taxable year next following Executive’s taxable year in which Termination; provided, however, that if the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case amount of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any such Gross-Up Payment, and the limitation on such payments set forth in Section VIII.A. hereof, cannot be finally determined on or before such day, the Company shall pay to the Executive hereby consents on such day an estimate, as determined in good faith by the Accounting Firm, of the minimum amount of such Gross-Up Payment to which the Executive is clearly entitled and shall pay the remainder of such withholdingpayments (together with interest on the unpaid remainder (or on all such payments to the extent the Company fails to make such payments when due) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the Date of Termination. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to the Executive, payable on the fifth (5th) business day after demand by the Company (together with interest at 120% of the rate provided in section 1274(b)(2)(B) of the Code). At the time that payments are made under this Agreement, the Company shall provide the Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Accounting Firm or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company to Executive or for Executive's benefit (as defined belowwhether 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 be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the "Excise Tax (as defined belowTax"), then Executive shall be entitled to receive an additional payment (the “a "Gross-Up Payment”") in an amount such that, that after payment by Executive of all taxes (and 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 on the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c9(c), all determinations required to be made under this Section 149, including whether and when such a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young (or their successors) (the "Accounting Firm (as defined below). The Accounting Firm Firm") which shall provide detailed supporting calculations both to the Company and to Executive within 15 fifteen (15) business days following of the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, Executive may 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. Any Gross-Up Payment as determined pursuant to this Section 9, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on 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 shall be binding upon the Company and Executive. As a result of the uncertainty in of 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 that which will not have been made by the Company should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(c9(c) and And Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to Executive or for the benefit of Executive's benefit. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten (10) business days after Executive or his representative is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, 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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c9(c), the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of any such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive agrees agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the Executive's taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(c), Executive becomes become entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s 's complying with the requirements of Section 14(c9(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment payment or distribution in the nature of compensation (as defined belowwithin the meaning of Section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (each, a "Payment") would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional payment (the “"Gross-Up Payment”") in an amount such that, 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s 's obligation to make Gross-Up Payments under this Section 14 9 shall not be conditioned upon the Executive’s 's termination of employment. (b) Subject to the provisions of Section 14(c9(c), all determinations required to be made under this Section 149, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche or such other certified public accounting firm that is serving as the Company's primary independent auditors at the time (the "Accounting Firm (as defined belowFirm"). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, the Executive may 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. 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. 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 that which will not have been made by the Company should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event the Company exhausts or does not seek to pursue its remedies pursuant to Section 14(c9(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after the Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 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 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 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:,

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company to Executive or for Executive’s benefit (as defined belowwhether 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 be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax (as defined belowTax”), then Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, that after payment by Executive of all taxes (and 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 on the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c9(c), all determinations required to be made under this Section 149, including whether and when such a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young (or their successors) (the “Accounting Firm (as defined below). The Accounting Firm Firm”) which shall provide detailed supporting calculations both to the Company and to Executive within 15 fifteen (15) business days following of the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, Executive may 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. Any Gross-Up Payment as determined pursuant to this Section 9, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on 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 shall be binding upon the Company and Executive. As a result of the uncertainty in of 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 that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(c9(c) and And Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to Executive or for the benefit of Executive’s benefit. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten (10) business days after Executive or his representative is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, 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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c9(c), the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of any such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx sxx for a refund or to contest the claim in any permissible manner, and Executive agrees agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx sxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the Executive’s taxable year of 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 a Gross-Up Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(c), Executive becomes become entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 14(c9(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be is determined by the Internal Revenue Service that any Payment payment or distribution to or for the benefit of the Executive under this Agreement (as defined belowdetermined without regard to any additional payments required under this Paragraph 2) would be (a "Payment") is subject to the excise tax imposed by Section 409A of the Internal Revenue Code of 1986, as amended (the "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, hereinafter collectively referred to as the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional payment (a "Gross‑Up Payment"), within five days after the “Gross-Up Payment”date EDS receives notice of such Internal Revenue Service determination (including a copy of such determination) but no later than the date Executive is required to remit the Excise Tax to the Internal Revenue Service, in an amount such that, that after payment by the Executive of all taxes (and 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 Gross‑Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Gross‑Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Executive acknowledges that the Gross-Up Payments under this Section 14 shall not Payment can be conditioned upon withheld from Executive by the Company and, instead, paid to the Internal Revenue Service on behalf of the Executive’s termination of employment. (b) Subject to the provisions of Section 14(c), all determinations required to be made under this Section 14, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may 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. Any determination by the Accounting Firm shall be binding upon the Company and 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 that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) Executive shall notify the Company in writing of any claim claims by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Gross‑Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 business 30 days after the Executive is informed actually receives notice in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided, however, that the failure of the Executive to notify the Company of such claim (or to provide any required information with respect thereto) shall not affect any rights granted to the Executive under this Paragraph 2 except to the extent that the Company is materially prejudiced in the defense of such claim as a direct result of such failure. The Executive shall not pay such claim prior to the expiration of the 30-day 30‑day period following the date on which Executive he/she 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 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 CompanyCompany and reasonably acceptable to the Executive; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) if the Company elects not to assume and control the defense of such claim, 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, contest and shall indemnify and hold the Executive harmless, on an after-tax after‑tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(cParagraph 2(b), the Company shall have the right, at its sole option, to assume the defense of and control all proceedings taken in connection with such contest, and, at its sole discretion, in which case it may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, may either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs the Executive to pay such claim and directs Executive to xxx for a refund, the Company shall shall, within five days after the date Executive notifies the Company of the claim (including providing the Company a copy of such claim) but no later than the date the payment of taxes with respect to such claim is due, advance the amount of such payment to the Executive, on an interest‑free basis, and indemnify and hold the Executive harmless, on an after-tax after‑tax basis, from any Excise Tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided 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 's right to assume the defense of and control of the contest shall be limited to issues with respect to which the Gross-Up a Gross‑Up Payment would be payable hereunder, 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. (dc) If, after the receipt by the Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cParagraph 2(b), 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 (subject to the Company’s 's complying with the requirements of Section 14(cParagraph 2(b), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cParagraph 2(b), 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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Gross‑Up Payment required to be paid. (ed) Any Gross-Up PaymentNotwithstanding anything in this Paragraph 2 to the contrary, as determined pursuant to this Section 14unless an earlier payment date is specified above, shall be paid by the Company shall, in accordance with Treasury Regulation Section 1.409A-3(i)(1)(v), pay Executive (or in the case of costs and expenses payable under Paragraph 2(b), pay on the Executive's behalf) all amounts to which Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid is entitled under this Paragraph 2 no later than the end of Executive’s taxable the second calendar year next following Executive’s taxable the calendar year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are Tax is remitted to the Internal Revenue Service (or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(ccosts and expenses payable under Paragraph 2(b) where it is determined that does not result in no Excise Tax or Tax is owed by the remittance Executive, no later than the end of any federal, state, local, and foreign income, excise, social security, and other taxes, the second calendar year following the calendar year in which there is a final and non-appealable settlement or other resolution of the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholdingcontest). (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment (as defined below) would be subject to the Excise Tax (as defined below)Tax, then the Executive shall be entitled to receive an additional payment (the “Gross-Up 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, but excluding any income Payment and after the payment of all additional taxes and penalties interest imposed pursuant under Code Section 409A(a)(1)(B) on the Gross-Up Payment and any severance payment made to Section 409A of the CodeExecutive hereunder, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section (a), if it shall be determined that the Executive is entitled to make the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the cash payments under Annex A unless an alternative method of reduction is elected by the Executive, and in any event shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amount payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amounts payable under this Agreement shall be reduced pursuant to this Section 14 (a). Xxxxxxx’x obligations under this Article 10 shall not be conditioned upon the Executive’s termination of employment, and they shall survive the termination of the Executive’s employment and the Term with respect to any Payments that are determined by the Accounting Firm to be contingent on a “change of control” (as defined in Code Section 280G) of Xxxxxxx that occurs during the Term. (b) Subject to the provisions of Section 14(c)(c) hereof, all determinations required to be made under this Section 14Article 10, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, determination shall be made by the independent accounting firm regularly servicing Xxxxxxx prior to the Change in Control, or such other nationally recognized certified public accounting firm as may be designated by the Executive (the “Accounting Firm (as defined belowFirm”). The Accounting Firm shall provide detailed supporting calculations both to Xxxxxxx and the Company and Executive within 15 fifteen (15) business days following of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the CompanyXxxxxxx. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, the Executive may 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 Xxxxxxx. Any Gross-Up Payment, as determined pursuant to this Article 10, shall be paid by Xxxxxxx to the CompanyExecutive or the applicable taxing authorities within five (5) business days of the receipt of the Accounting Firm’s determination, which determination shall be made no later than the end of the second month following the later of (i) the calendar year in which the Executive’s employment with Xxxxxxx terminates or (ii) the taxable year of Xxxxxxx in which the Executive’s employment with Xxxxxxx terminates. In the event that such determination cannot be made within such period, payment may be made as soon as practicable after such determination can be made. Any determination by the Accounting Firm shall be binding upon Xxxxxxx and the Company and Executive. As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that will not have been made by the Company Xxxxxxx should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company Xxxxxxx exhausts its remedies pursuant to Section 14(c(c) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Xxxxxxx to or for the benefit of the Executive. (c) The Executive shall notify the Company Xxxxxxx in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company Xxxxxxx of the Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 ten (10) business days after the Executive is informed in writing of such claim. The Executive shall apprise the Company Xxxxxxx of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which the Executive gives such notice to the Company Xxxxxxx (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If Xxxxxxx notifies the Company notifies Executive in writing prior to the expiration of such period that the Company Xxxxxxx desires to contest such claim, the Executive shall: (i) give the Company Xxxxxxx any information reasonably requested by the Company Xxxxxxx relating to such claim;, (ii) take such action in connection with contesting such claim as the Company Xxxxxxx 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;Xxxxxxx, (iii) cooperate with the Company Xxxxxxx in good faith in order to effectively to contest such claim; , and (iv) permit the Company Xxxxxxx to participate in any proceedings relating to such claim; provided, however, that the Company Xxxxxxx 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 14(c(c), the Company Xxxxxxx shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company Xxxxxxx shall determine; provided, furtherhowever, that, that if Xxxxxxx directs the Company pays Executive to pay such claim and directs Executive to xxx for a refund, Xxxxxxx shall advance the Company 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) imposed with respect to such payment advance or with respect to any imputed income in connection with such paymentadvance; 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 Xxxxxxx’x 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 Executive’s behalf advanced by Xxxxxxx pursuant to Section 14(c)(c) hereof, 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 (subject to the Company’s Xxxxxxx’x complying with the requirements of Section 14(c)(c) hereof, if applicable) promptly pay to the Company Xxxxxxx the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Company Executive of an amount on Executive’s behalf advanced by Xxxxxxx pursuant to Section 14(c)(c) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company Xxxxxxx does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14Article 10, the Company Xxxxxxx 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 Executive, all or any portion of any Gross-Up Payment, and the Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in the Agreement and this Exhibit A to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment (as defined below) or any other amounts or benefits delivered to the Executive under the Agreement or any other agreement, plan, policy or program, including, without limitation, equity awards, would be subject to the Excise Tax (as defined below)Tax, then the Executive shall be entitled to receive an additional payment (the “"Gross-Up 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, but excluding any income Payment and after the payment of all additional taxes and penalties interest imposed pursuant under Code Section 409A(a)(1)(B) on the Gross-Up Payment and any separation payment made to Section 409A of the CodeExecutive hereunder, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section IV(a), if it shall be determined that the Executive is entitled to make the Gross-Up Payment, but that the Parachute Value of all Payments does not exceed 110% of the Safe Harbor Amount, then no Gross-Up Payment shall be made to the Executive and the amounts payable under this Agreement shall be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The reduction of the amounts payable hereunder, if applicable, shall be made by first reducing the payments under Section III(a) of this Exhibit A and shall be made in such a manner as to maximize the Value of all Payments actually made to the Executive. For purposes of reducing the Payments to the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. If the reduction of the amounts payable under this Agreement would not result in a reduction of the Parachute Value of all Payments to the Safe Harbor Amount, no amount payable under the Agreement shall be reduced pursuant to this Section IV(a). The company's obligations under this Section 14 IV shall not be conditioned upon the Executive’s 's termination of employment and they shall survive the termination of the Executive's employment. In furtherance of the foregoing, the provisions of this IV(a) shall supersede any provision of any equity award or agreement that limits payment of such award or agreement due to Section 280G or 4999 of the Code, and the Company shall take any necessary action to amend such every such award or agreement to comply with this provision. (b) Anything in the Agreement and this Exhibit A to the contrary notwithstanding, in the event it shall be determined that any amounts or benefits delivered to the Executive under the Agreement or any other agreement, plan, policy or program shall be deemed to be nonqualified deferred compensation that does not comply with Section 409A ("Noncompliant 409A Payment"), and that is therefore subject to the taxes and penalties under Section 409A (the "409A Taxes"), then the Executive shall be entitled to receive an additional payment (the "409A Gross-Up 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 taxes imposed upon the 409A Gross-Up Payment, the Executive shall retain an amount of the 409A Gross-Up Payment equal to the 409A Taxes imposed upon the Payments. (c) Subject to the provisions of Section 14(cIV(d), all determinations required to be made under this Section 14IV, including whether and when a Gross-Up Payment or 409A Gross-Up Payment is required, the amount of such Gross-Up Payment or 409A Gross-Up Payment, and the assumptions to be utilized in arriving at such determination, shall be made by any nationally recognized certified public accounting firm as may be designated by the Executive (the "Accounting Firm (as defined belowFirm"). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there has been a Payment or a payment that the Executive reasonably believes to be a Noncompliant 409A Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, the Executive may 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. Any Gross-Up Payment, or 409A Gross-Up Payment, as determined pursuant to this Section IV, shall be paid by the Company to the Executive within five business days of the receipt of the Accounting Firm's determination, which determination shall be made no later than the end of the second month following the later of (1) the calendar year in which the Executive's employment with the Company terminates and (2) the taxable year of the Company in which the Executive's employment with the Company terminates. Payment of the Gross-Up Payment or the 409A Gross-Up Payment shall be made as soon as practicable after such determination has been made, but in no event shall payment be made later than the end of the Executive's taxable year next following the Executive's taxable year in which the Executive shall have remitted the related taxes. 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 Sections 4999 and 409A of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments and 409A Gross-Up Payments that will not have been made by the Company should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(cIV(c) and the Executive thereafter is required to make a payment of any Excise TaxTax or 409A 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 Executive. (cd) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment or the 409A Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 ten business days after the 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 be paid. The Executive shall 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 Executive shall: (i1) give the Company any information reasonably requested by the Company relating to such claim;, (ii2) 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;, (iii3) cooperate with the Company in good faith in order to effectively to contest such claim; , and (iv4) 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 14(cIV(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretion, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx sue for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs the Executive to pay such claim and directs Executive to xxx sue for a refund, thx Xompany shall advance the Company 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) or 409A Taxes imposed with respect to such payment advance or with respect to any imputed income in connection with such paymentadvance; 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 's control of the contest shall be limited to issues with respect to which the Gross-Up Payment or 409A 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. (de) If, after the receipt by the Executive of a Gross-Up Payment or payment 409A Gross-Up Payment or an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cIV(d), 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 (subject to the Company’s 's complying with the requirements of Section 14(cIV(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(cIV(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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (ef) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14IV, the 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 Executive, all or any portion of any Gross-Up Payment or 409A Gross-Up Payment, and the Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject to Section 14(g), if In the event it shall be determined that any Payment payment, benefit or distribution by the Company (as defined belowor any other payor described in Treas. Reg. Sec. 1.280G-1, Q&A 10) to Executive or for Executive’s benefit (a “Payment”) would be subject to the excise tax (the “Excise Tax (as defined below)Tax”) imposed under Section 4999 of the Code, then Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, after payment by Executive of all taxes (and any interest or penalties imposed with respect to such taxes), including, without limitation, including any income and employment taxes (and any interest and penalties imposed with respect thereto) and Excise Tax Taxes imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the such Payments. The Company’s obligation Notwithstanding the foregoing provisions of this Section, if it shall be determined that Executive is entitled to make a Gross-Up Payment, but that the portion of the Payments that would be treated as “parachute payments” under Section 280G of the Code does not exceed $50,000, then no Gross-Up Payment shall be made to Executive and the amounts payable under Section 8(c) shall be reduced so that the Payments, in the aggregate, are reduced to the Safe Harbor Amount. The “Safe Harbor Amount” is the greatest amount of payments in the nature of compensation that are contingent on a Change in Control for purposes of Section 280G of the Code that could be paid to Executive without giving rise to any Excise Tax. If the reduction of the amounts payable under Section 8(c) would not result in a reduction of the Payments to the Safe Harbor Amount, no amounts payable under this Section 14 Agreement shall not be conditioned upon reduced pursuant hereto and a Gross-Up Payment shall be made to Executive’s termination of employment. (b) Subject to the provisions of Section 14(c), all All determinations required to be made under this Section 1410, including whether and when a Gross-Up Payment or reduction is required, required and the amount of such any Gross-Up Payment, and the assumptions to be utilized in arriving at such determinationPayment or reductions of Payments, shall be made by a nationally recognized certified public accounting firm that shall be designated by the Company and reasonably acceptable to Executive (the “Accounting Firm (as defined belowFirm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following of the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant Company or auditor for the individual, entity, or group effecting the change of control, Executive may 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)Executive. All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, as determined pursuant to this Section, shall be paid by the Company to Executive within five business days of the receipt of the Accounting Firm’s determination and in any event not later than the last day of the calendar year after the calendar year in which the applicable Excise Tax is paid. If the Accounting Firm determines that no Excise Tax is payable by Executive or that a reduction is required, it shall so indicate to Executive in writing. (c) Any determination by the Accounting Firm shall be binding upon the Company and Executive. As a result of the uncertainty Executive (absent manifest error), provided that, in the application of Section 4999 of event that Executive’s tax advisor delivers to the Code at Accounting Firm and the time of Company a written opinion that the initial determination actual Excise Tax payable by Executive is greater than the Excise Tax amount initially determined by the Accounting Firm hereunderby reason of (i) manifest error, it is possible that Gross-Up Payments that will (ii) any Payment the existence or amount of which could not have been been, or was not, determined or known at the time the Excise Tax was initially determined or (iii) any determination, claim or assertion made by any tax authority that the Company should have been made (actual Excise Tax is greater than the “Underpayment”)amount initially determined by the Accounting Firm, consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of then, in any Excise Taxsuch case, the Accounting Firm shall determine recalculate the amount of the Underpayment that has occurred Excise Tax and any required (or additional) Gross-Up Payment. Any such Underpayment additional calculation or determination shall be promptly paid by the Company to or for the benefit of Executiveperformed consistent with this Section 10. (cd) Executive shall notify the Company in writing of any written claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company desires to contest such claim, Executive shall: 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, including 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 , and (iv) permit the Company to participate in any proceedings relating to such claim; provided, however, that (A) the Company shall bear and pay directly all costs and expenses (including additional income taxes, interest and penalties) incurred in connection with such contest, and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and or penalties) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c), and (B) Executive’s obligation to cooperate with the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct not require Executive to xxx for a refund take any action, or to contest the claim in forego taking any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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, furtheraction, that any extension of the statute of limitations relating to payment of taxes for the taxable year of 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 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 Executive of a Gross-Up Payment or payment by the Company of have an amount adverse effect on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 paidoverall tax position. (e) Any Gross-Up PaymentNotwithstanding anything in this Agreement to the contrary, as determined in no event shall any payment by the Company pursuant to this Section 14, shall 10 be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no made later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject to Section 14(g)Except as set forth below, if in the event it shall be determined that any Payment payment or distribution in the nature of compensation (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as defined belowamended (the “Code”)) made or provided to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (each, a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (together with any interest or penalties imposed with respect to such excise tax, the “Excise Tax (as defined belowTax”), then the Executive shall be entitled to receive an additional payment (the “Gross-Up Payment”), at or before the time the Excise Tax is due (whether by withholding or otherwise) in an amount such that, 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 8 shall not be conditioned upon the Executive’s termination of employment. (b) Subject to the provisions of Section 14(cSubsection 8(c), all determinations required to be made under this Section 148, including whether and when a Gross-Up Payment is required, the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by such nationally recognized certified public accounting firm that the Company may designate (the “Accounting Firm (as defined belowFirm”). The Accounting Firm shall provide detailed supporting calculations both to the Company and the Executive within 15 business days following of the receipt of notice from the Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting a Change of Control, the change of control, Executive may 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. Any Gross-Up Payment, as determined pursuant to this Section 8, shall be paid by the Company to the Executive within ten 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 that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts or does not seek to pursue its remedies pursuant to Section 14(cSubsection 8(c) and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive. (c) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the a Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after the Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the 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 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 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 14(c), the Company shall control all proceedings taken in connection with such contest, and, at its sole discretion, may pursue or 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 discretion, either pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and 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 pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 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 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:,

Certain Additional Payments. (a) Subject Notwithstanding anything in the Agreement to Section 14(gthe contrary, in the event that a Change in Control occurs and it is determined (as hereafter provided) that any payment or distribution by the Company or any affiliates to or for the benefit of 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 stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (individually and collectively a "Payment"), if it shall be determined that any Payment (as defined below) would be subject to the excise tax imposed by Section 4999 (or any successor provision thereto) of the Internal Revenue Code of 1986, as amended (the "Code") by reason of being considered "contingent on a change in ownership or control" of the Company or the Parent, within the meaning of Section 280G of the Code (or any successor provision thereto), or to any similar tax imposed by state or local law, or any interest or penalties with respect to any such taxes (such taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional payment or payments (the “individually and collectively, a "Gross-Up Payment”) "). The Gross-Up Payment shall be in an amount such that, after payment by the Executive of all taxes (and including any interest or penalties imposed with respect to such taxes), including, without limitation, including any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employmentPayment. (b) Subject to the provisions of Section 14(c)6(f) hereof, all determinations required to be made under this Section 146, 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 to the Executive and the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determinationif any, shall be made by the Accounting Firm (as defined below). The Accounting Firm shall provide detailed supporting calculations both to the Company and Executive within 15 business days following the receipt of notice from Executive that there has been a Payment or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, or group effecting the change of control, Executive may appoint another nationally recognized accounting firm to make (the determinations required hereunder (which accounting firm "Accounting Firm") selected by the Executive in his sole discretion. The Executive shall then be referred to as direct the Accounting Firm hereunder)to submit its determination and detailed supporting calculations to both the Company and the Executive within thirty (30) calendar days after the Termination Date, if applicable, and any such other time or times as may be requested by the Company or the Executive. All fees and expenses of If the Accounting Firm shall be borne solely determines that any Excise Tax is payable by the CompanyExecutive, the Company shall pay or cause to be paid the required Gross-Up Payment in cash to the Executive within five (5) business days after receipt of such determination and calculations with respect to any Payment to the Executive. Any determination by If the Accounting Firm shall be binding upon determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Company and Executivethe Executive an opinion that the Executive has substantial authority not to report any Excise Tax on his federal, state or local income or other tax return. As a result of the uncertainty in the application of Section 4999 of the Code (or any successor provision thereto) at the time of the initial any determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments that which will not have been made by the Company should have been made (the “an "Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts or fails to pursue its remedies pursuant to Section 14(c6(f) hereof and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall 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 shall be promptly paid by the Company to in cash to, or for the benefit of, the Executive within five (5) business days after receipt of Executivesuch determination and calculations. (c) The Company and the Executive shall 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 cooperative with the Accounting Firm in connection with the preparation and issuance of the determinations and calculations contemplated by Section 6(b) hereof. Any determination by the Accounting Firm as to the amount of the Gross-Up Payment will be binding on the Company and the Executive. (d) The federal, state, and local income or other tax returns filed by the Executive will be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. The Executive will make proper payment of the amount of any Excise Payment and, at the request of the Company, provide to the Company true and correct copies (with any amendments) of the Executive's federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. If prior to the filing of the Executive's federal income tax return, or 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 (5) business days pay to the Company the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 6(b) 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 five (5) business days after receipt from the Executive of a statement therefor and reasonable evidence of his payment thereof. (f) The Executive shall 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 the a Gross-Up Payment. Such notification shall be given as soon promptly as practicable, practicable but no later than 10 ten (10) business days after the Executive is informed in writing actually receives notice of such claim. claim and the Executive shall further apprise the Company of the nature of such claim and the date on which such claim is requested to be paidpaid (in each case, to the extent known by the Executive). The Executive shall not pay such claim prior to the earlier of (i) the expiration of the thirty (30) calendar-day period following the date on which Executive he gives such notice to the Company and (or such shorter period ending on ii) the date that any payment of taxes amount 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 it desires to contest such claim, the Executive shall: (i) give 1. provide the Company with any information written records or documents in his possession relating to such claim reasonably requested by the Company relating to such claimCompany; (ii) 2. take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, including without limitation, 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; (iii) 3. cooperate with the Company in good faith in order effectively to contest such claim; and (iv) 4. 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, contest and shall indemnify and hold Executive harmlessharmless the Executive, on an after-tax basis, for and against any Excise Tax or income tax (tax, including interest and penalties) penalties with respect thereto, imposed as a result of such representation and payment of costs and expenses. Without limitation on limiting the foregoing provisions of this Section 14(c6(f), the Company shall control all proceedings taken in connection with such contest, the contest of any claim contemplated by this Section 6(f) and, at its sole discretionoption, may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim (provided, however, that the Executive may participate therein at his own cost and expense) and may, at its sole discretionoption, either direct the Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays such claim and 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 (tax, including interest or penalties) penalties with respect thereto, imposed with respect to such payment or with respect to any imputed income in connection with such paymentadvance; and providedprovided further, furtherhowever, 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 the contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest any such contested claim shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, 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. (dg) If, after the receipt by the Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)6(f) hereof, the Executive becomes entitled to receive receives any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, the Executive shall (subject to the Company’s 's complying with the requirements of Section 14(c), if applicable6(f) hereof) 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 payment the receipt by the Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c)6(f) hereof, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify the Executive in writing of its intent to contest such denial of or refund prior to the expiration of 30 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 any such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted pursuant to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding6. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment payment or distribution in the nature of compensation (as defined belowwithin the meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive, 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 3 (the “Payment”), would be subject to the excise tax imposed by Section 4999 of the Code, together with any interest or penalties imposed with respect to such excise tax (“Excise Tax (as defined belowTax”), then Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, after payment (whether through withholding at the source or otherwise) by Executive of all taxes (and 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) ), employment taxes and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the PaymentsPayment. The Company’s obligation Notwithstanding the foregoing provision of this Section 3, if the Company determines that by reducing the Payment by an amount not to make exceed 10% of the Payment (“Reduced Amount”) the receipt of the Payment will not give rise to any Excise Tax, and thus no Gross-Up Payments Payment would be required to be made to Executive, then, provided the total of the amounts due to Executive under this Agreement equal or exceed the Reduced Amount, the amount of the Payment shall be reduced, to the extent provided herein, by the minimum Reduced Amount necessary to avoid any Excise Tax (and no Gross-Up Payment shall be required under this Section 14 3 or the Agreement). Any such reduction shall not be conditioned upon Executive’s termination of employment. (bmade first from the amount payable under Section 2(a) and second, to the extent necessary, from the amount payable under Section 2(c). Subject to the provisions of this Section 14(c)3, all determinations required to be made under this Section 143, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm that is selected by the Company (the “Accounting Firm (as defined below). The Accounting Firm Firm”) which shall provide detailed supporting calculations both to the Company and Executive within 15 business days following after the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control or the Accounting Firm declines or is unable to serve, Executive may shall appoint another nationally recognized certified public 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. Any Gross-Up Payment, as determined pursuant to this Section 3, shall be paid by the Company to Executive within 15 days after the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive’s applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and 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 that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to the following provisions of this Section 14(c) 3 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) . Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 business days after Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive it 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive shall: (ia) give the Company any information reasonably requested by the Company relating to such claim; (iib) 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; (iiic) cooperate with the Company in good faith in order to effectively to contest such claim; and (ivd) 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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax Tax, employment tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on of the foregoing provisions of this Section 14(c)3, the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx for a refund, the Company shall provide the amount of such payment to Executive as an additional payment (“Supplemental Payment”) (subject to possible repayment as provided in the next paragraph) and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax Tax, employment tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment or with respect to any imputed income in connection with such paymentrespect thereto; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of 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 a Gross-Up Payment or Supplemental Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount provided by the Company of an amount on Executive’s behalf pursuant to the foregoing provisions of this Section 14(c)3, 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, Executive shall (subject to the Company’s Company complying with the requirements of this Section 14(c), if applicable3) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by If the Company of an amount on Executive’s behalf is obligated to provide Executive with one or more Welfare Benefit Coverages pursuant to Section 14(c2(d), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 offsetbenefits or the value of such benefit coverage (including, to the extent thereofwithout limitation, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be any insurance premiums paid by the Company to Executive within five days provide such benefits) is subject to any income, employment or similar tax imposed by federal, state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Income Tax”) because such benefits cannot be provided under a nondiscriminatory health plan described in Section 105 of the receipt Code or for any other reason, the Company will pay to Executive an additional payment or payments (collectively, an “Income Tax Payment”). The Income Tax Payment will be in an amount such that, after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), Executive retains an amount of the Accounting FirmIncome Tax Payment equal to the Income Tax imposed with respect to such welfare benefits or such welfare benefit coverage. Notwithstanding anything in this Section 3 to the contrary, in accordance with Treasury Regulation § 1.409A-3(i)(1)(v), in no event shall the Company pay Executive (or pay on Executive’s determination; provided that behalf) any amount to which Executive is entitled under this Section later than the Gross-Up Payment shall end of Executive’s taxable year next following Executive’s taxable year in all events be paid which Executive remits the Excise Tax or tax (as applicable) to the Internal Revenue Service (or in the case of costs and expenses payable under this Section, no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income taxes that are the subject of the audit or other related taxes or interest or penalties thereon) on a Payment litigation are remitted to the Internal Revenue Service Service, or any other applicable taxing authority or, in the case where as a result of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxessuch audit or litigation no taxes are remitted, the calendar end of Executive’s taxable year next following Executive’s taxable year in which the claim audit is finally settled completed or otherwise resolved. Notwithstanding any there is a final and nonappealable settlement or other provision resolution of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholdinglitigation). (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company to or for the benefit of Executive (as defined belowwhether 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 4 (a "Payment")) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties 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 (as defined belowTax"), then Executive shall be entitled to receive an additional payment (the “a "Gross-Up Payment”") in an amount such that, that after payment (whether through withholding at the source or otherwise) by Executive of all taxes (and 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) ), employment taxes and Excise Tax imposed upon the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of this Section 14(c)4, all determinations required to be made under this Section 144, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Deloitte & Touche (the "Accounting Firm (as defined below). The Accounting Firm Firm") which shall provide detailed supporting calculations both to the Company and Executive within 15 business days following of the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change Change of controlControl, the Executive may 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. Any Gross-Up Payment, as determined pursuant to this Section 4, shall be paid by the Company to 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 Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on Executive's applicable federal income tax return would not result in the imposition of negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company and 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 that which will not have been made by the Company should have been made (the “"Underpayment”"), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to the following provisions of this Section 14(c) 4 and the Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (c) . Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten business days after Executive is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive it 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive shall: (ia) give the Company any information reasonably requested by the Company relating to such claim; (iib) 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; (iiic) cooperate with the Company in good faith in order to effectively to contest such claim; and (ivd) 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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax Tax, employment tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on of the foregoing provisions of this Section 14(c)4, the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx sue for a refund or to contest the claim in any permissible manner, and Executive Xxxcutive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx sue for a refund, the Company shall advance the amount of such paymenx xo Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax Tax, employment tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s 's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to the foregoing provisions of this Section 14(c)4, 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, Executive shall (subject to the Company’s Company complying with the requirements of this Section 14(c), if applicable4) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to the foregoing provisions of this Section 14(c)4, a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined . If the Company is obligated to provide the Executive with one or more Welfare Benefit Coverages pursuant to this Section 142(c), shall be and the amount of such benefits or the value of such benefit coverage (including without limitation any insurance premiums paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and provide such benefits) is subject to any income income, employment or other related taxes similar tax imposed by federal, state or local law, or any interest or penalties thereonwith respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the "Income Tax") on because such benefits cannot be provided under a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim nondiscriminatory health plan described in Section 14(c) that does not result in 105 of the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled Code or otherwise resolved. Notwithstanding for any other provision of this Section 14reason, the Company may, in its sole discretion, withhold and will pay over to the Internal Revenue Service Executive an additional payment or payments (collectively, an "Income Tax Payment"). The Income Tax Payment will be in an amount such that, after payment by the Executive of all taxes (including any other applicable taxing authority, for the benefit of Executive, all interest or any portion of any Gross-Up Payment, and Executive hereby consents penalties imposed with respect to such withholdingtaxes), the Executive retains an amount of the Income Tax Payment equal to the Income Tax imposed with respect to such welfare benefits or such welfare benefit coverage. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding and except as set forth below, if in the event it shall be determined that any Payment payment or distribution by Employer or for the benefit of Employee (as defined belowwhether 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 9.5) (a "PAYMENT") would be subject to the Excise Tax excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "CODE"), or any interest or penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as defined belowthe "EXCISE TAX"), then Executive Employee shall be entitled to receive an additional payment (the “Grossa "GROSS-Up Payment”UP PAYMENT") in an amount such that, after payment by Executive Employee of all taxes (and 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, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c9.5(c), all determinations required to be made under this Section 149.5, including whether and when a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young LLP (the Accounting Firm (as defined below"ACCOUNTING FIRM"). The Accounting Firm , which shall provide detailed supporting calculations both to the Company Employer and Executive Employee within 15 fifteen (15) business days following of the receipt of notice from Executive Employee that there has been a Payment Payment, or such earlier time as is requested by the CompanyEmployer. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, Executive may 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 Employer. Any Gross-Up Payment, as determined pursuant to this Section 9.5, shall be paid by Employer to Employee within five (5) days of the Companyreceipt of the Accounting Firm's determination. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return should not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company Employer and ExecutiveEmployee. 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 that which will not have been made by the Company Employer should have been made (the “Underpayment”"UNDERPAYMENT"), consistent with the calculations required to be made hereunder. In the event the Company that Employer exhausts its remedies pursuant to Section 14(c9.5(c) and Executive Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of ExecutiveEmployee. (c) Executive Employee shall notify the Company Employer 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, practicable but no later than 10 ten (10) business days after Executive Employee is informed in writing of such claim. Executive claim and shall apprise the Company Employer of the nature of such claim and the date on which such claim is requested to be paid. Executive Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive it gives such notice to the Company Employer (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company Employer notifies Executive Employee in writing prior to the expiration of such period that the Company it desires to contest such claim, Executive Employee shall: (i) give the Company Employer any information reasonably requested by the Company Employer relating to such claim; (ii) take such action in connection with contesting such claim as the Company Employer 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 CompanyEmployer; (iii) cooperate with the Company Employer in good faith in order effectively to contest such claim; and (iv) permit the Company Employer to participate in any proceedings relating to such claim; providedPROVIDED, howeverHOWEVER, that the Company Employer shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest, contest and shall indemnify and hold Executive Employee harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c9.5(c), the Company Employer shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim and may, at its sole discretionoption, either direct Employee to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for sux xor a refund or to contest the claim in any permissible manner, and Executive Employee agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company Employer shall determine; providedPROVIDED, furtherHOWEVER, that, that if the Company pays Employer directs Employee to pay such claim and directs Executive to xxx for sux xor a refund, Employer shall advance the Company amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Executive Employee harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and providedFURTHER, furtherPROVIDED, that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s Employer's control of the contest shall be limited to issues with respect to which the a Gross-Up Payment would be payable hereunder, hereunder and Executive 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 Executive of a Gross-Up Payment or payment by the Company Employee of an amount on Executive’s behalf advanced by Employer pursuant to Section 14(c9.5(c), Executive Employee 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, Executive Employee shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by the Company Employee of an amount on Executive’s behalf advanced by Employer pursuant to Section 14(c9.5(c), a determination is made that Executive Employee shall not be entitled to any refund with respect to such claim and the Company Employer does not notify Executive Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject Anything in this Agreement to Section 14(g)the contrary notwithstanding, if in the event it shall be determined that any Payment payment or distribution by the Company to Executive or for Executive’s benefit (as defined belowwhether 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 be subject to the excise tax imposed by Section 4999 (or any successor provisions) of the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalty is incurred by Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, is hereinafter collectively referred to as the “Excise Tax (as defined belowTax”), then Executive shall be entitled to receive an additional payment (the a “Gross-Up Payment”) in an amount such that, that after payment by Executive of all taxes (and 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 on the Gross-Up Payment, but excluding any income taxes and penalties imposed pursuant to Section 409A of the Code, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. The Company’s obligation to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination of employment. (b) Subject to the provisions of Section 14(c9(c), all determinations required to be made under this Section 149, including whether and when such a Gross-Up Payment is required, required and the amount of such Gross-Up Payment, Payment and the assumptions to be utilized in arriving at such determination, shall be made by Ernst & Young (or their successors) (the “Accounting Firm (as defined below). The Accounting Firm Firm”) which shall provide detailed supporting calculations both to the Company and to Executive within 15 fifteen (15) business days following of the receipt of notice from Executive that there has been a Payment Payment, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity, entity or group effecting the change of controlChange in Control, Executive may 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. Any Gross-Up Payment as determined pursuant to this Section 9, shall be paid by the Company to Executive within five (5) days of the receipt of the Accounting Firm’s determination. If the Accounting Firm determines that no Excise Tax is payable by Executive, it shall furnish Executive with a written opinion that failure to report the Excise Tax on 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 shall be binding upon the Company and Executive. As a result of the uncertainty in of 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 that which will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event that the Company exhausts its remedies pursuant to Section 14(c9(c) and And Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to Executive or for the benefit of Executive’s benefit. (c) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable, practicable but no later than 10 ten (10) business days after Executive or his representative is informed in writing of such claim. Executive claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the thirty (30-) day period following the date on which 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 Executive in writing prior to the expiration of such period that the Company it desires to contest such claim, 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, contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c9(c), the Company shall control all proceedings taken in connection with such contest, contest and, at its sole discretionoption, may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of any such claim and may, at its sole discretionoption, either direct Executive to pay the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to contest the claim in any permissible manner, and Executive agrees agree to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, furtherhowever, that, that if the Company pays directs Executive to pay such claim and directs Executive to xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penaltiespenalties with respect thereto) imposed with respect to such payment advance or with respect to any imputed income in connection with respect to such paymentadvance; and provided, further, further provided that any extension of the statute of limitations relating to payment of taxes for the Executive’s taxable year of 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 a Gross-Up Payment would be payable hereunder, hereunder and 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 Executive of a Gross-Up Payment or payment an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(c), Executive becomes become entitled to receive any refund with respect to the Excise Tax to which such Gross-Up Payment relates or with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Section 14(c9(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment the receipt by Executive of an amount advanced by the Company of an amount on Executive’s behalf pursuant to Section 14(c9(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such payment advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxes, the calendar year in which the claim is finally settled or otherwise resolved. Notwithstanding any other provision of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholding. (f) The following terms shall have the following meanings for purposes of this Section 14:

Certain Additional Payments. (a) Subject If any element of compensation or benefit provided to the Executive under the terms of this Agreement, or under any other Company plan, program, policy or other arrangement ("Benefit"), either alone or in combination with other elements of compensation and benefits paid or provided to the Executive, constitutes an "excess parachute payment", as that term is defined in Section 280G of the Internal Revenue Code and the regulations thereunder, and subjects the Executive to the excise tax pursuant to Section 14(g)4999 of the Internal Revenue Code, if it shall be determined that and any Payment interest and penalties thereon (as defined below) would be subject to collectively, the "Excise Tax (as defined belowTax"), then the Executive shall be entitled to receive an additional lump-sum cash payment from the Company (the “Gross-"Gross Up Payment”) "), subject to mandatory withholding, in an amount such that, after payment by Executive of all taxes equal to the Excise Taxes (and any interest or penalties imposed with respect including the Excise Tax attributable to such taxesthe Gross Up Payment related to the Benefit), including, without limitation, plus any income taxes (and FICA taxes, and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon thereon attributable to the Gross-Gross Up Payment. For purposes of calculating an Gross Up Payment to the Executive in any year, but excluding any it shall be assumed (i) that the inclusion of the Gross Up Payment in the Executive's Federal adjusted gross income shall result in the maximum disallowance of itemized deductions related to such inclusion, and (ii) that Executive is subject to Federal and applicable state and local income taxes at the highest marginal Federal and penalties imposed pursuant to Section 409A of applicable state and local income tax rates, respectively, for the Code, Executive retains an amount of year in which the Gross-Gross Up Payment equal is made. Also, the Gross Up Payment to the Excise Tax imposed upon Executive shall reflect the Payments. The Company’s obligation Federal tax benefits attributable to make Gross-Up Payments under this Section 14 shall not be conditioned upon Executive’s termination the deduction of employmentapplicable state and local income taxes. (b) Subject to the provisions of Section 14(c)paragraph (c) below, all determinations required to be made under this Section 14section, including whether and when a Gross-an Gross Up Payment is required, required and the amount of such Gross-Gross Up Payment, Payment and the assumptions to be utilized in arriving at such determinationdeterminations, shall be made by the Accounting Firm (as defined below)Company's independent accounting firm responsible for auditing the Company's financial statements for the annual period in which the determinations are made. The Accounting Firm shall provide detailed supporting calculations both to the Company and to the Executive within 15 thirty (30) business days following of the receipt of notice from the Company or the Executive that there has been a Payment Benefit provided to which this section applies (or such earlier time as is requested by the Company). In Any Gross Up Payment, as determined pursuant to this paragraph (b), shall be paid by the event Company to the Executive within fifteen (15) business days of the receipt of the Accounting Firm's determination. (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding, or in the opinion of independent counsel whose opinion is agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the Benefit is less than the amount initially taken into account under paragraph (a) for purposes of calculating the Gross Up Payment related to such Benefit, the Accounting Firm is serving as accountant shall recalculate the Gross Up Payment, based on the results of the judicial determination or auditor for Internal Revenue Service proceeding to reflect the individual, entity, or group effecting actual Excise Tax related to such Benefit. Within thirty (30) business days following the change later of control, Executive may appoint another nationally recognized accounting firm to make (i) the determinations required hereunder (which accounting firm shall then be referred to as Executive's receipt of notice of the results of such recalculation from the Accounting Firm hereunder)and/or the Company, or (ii) the Executive's receipt of a refund from the Internal Revenue Service, related to the Excise Tax on such Benefit, the Executive shall repay to the Company the excess of the initial Gross Up Payment over the recalculated Gross Up Payment. (ii) If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding, or in the opinion of an independent counsel agreed upon by the Company and the Executive, that the Excise Tax payable by the Executive on the Benefit is more than the amount initially taken into account under paragraph (a) for purposes of calculating the Gross Up Payment, the Accounting Firm shall recalculate the Gross Up Payment to reflect the actual Excise Tax. Within fifteen (15) business days following the Company's receipt of notice of the results of such recalculation from the Accounting Firm, the Company shall pay to the Executive the excess of the recalculated Gross Up Payment over the initial Gross Up Payment. (d) All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and Executive. 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 that will not have been made by the Company should have been made (the “Underpayment”), consistent with the calculations required to be made hereunder. In the event the Company exhausts its remedies pursuant to Section 14(c) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (ce) The Executive shall notify the Company in writing of any written claim by the Internal Revenue Service that, if successful, would require the payment by the Company of a Gross Up Payment or the Gross-recalculation of a Gross Up Payment. Such The notification shall be given as soon as practicable, but no later than 10 business days after Executive is informed in writing of such claim. Executive shall apprise the Company of the nature of such claim, including (1) a copy of the written claim from the Internal Revenue Service, (2) the identification of the element of compensation and/or benefit that is the subject of such Internal Revenue Service claim, and (3) the date on which such claim is requested to be paid. Such notification shall be given as soon as practicable but no later than ten (10) business days after the Executive receives notice in writing of such claim. Within ten (10) business days following receipt of the notification of the Internal Revenue Service written claim from the Executive, the Company shall pay to the Executive an Gross Up Payment, or the excess of a recalculated Gross Up Payment over the initial Gross Up Payment, as applicable, related to the element of compensation and/or benefit which is the subject of the Internal Revenue Service claim. Within ten (10) business days following such payment to the Executive, the Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which Executive gives such notice provide to the Company written evidence that she had paid the claim to the Internal Revenue Service (the United States Treasury). The failure of the Executive to properly notify the Company of the Internal Revenue Service claim (or such shorter period ending on the date that to provide any payment of taxes required information with respect thereto) shall not affect any rights granted to the Executive under this section, except to the extent that the Company is materially prejudiced in the challenge to such claim is due)as a direct result of such failure. If the Company notifies the Executive in writing prior to writing, within sixty (60) business days following receipt from the expiration Executive of such period notification of the Internal Revenue Service claim, that the Company 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, time including, without limitation, limitation accepting legal representation with respect to such claim by an attorney reasonably selected by the CompanyCompany and reasonably acceptable to the Executive; (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 if the Company elects not to assume and control the defense of 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, contest and shall indemnify and hold the Executive harmless, on an after-tax basis, for any Excise Tax or Tax, income tax and FICA tax (including interest and penaltiespenalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Section 14(c)section, the Company shall have the right, at its sole option, to assume the control of all proceedings taken in connection with such contest, and, at its sole discretion, in which case it may pursue or forgo forego any and all administrative appeals, proceedings, hearings, hearings and conferences with the applicable taxing authority in respect of such claim claim, and may, at its sole discretion, either pay may direct the tax claimed to the appropriate taxing authority on behalf of Executive and direct Executive to xxx for a refund or to 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, jurisdiction and in one or more appellate courts, as the Company shall determine; provided, further, that, if the Company pays such claim and directs Executive to xxx for a refund, the Company shall indemnify and hold 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 tax 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 's rights to assume the control of the contest shall be limited to issues with respect to which the Gross-an 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 Executive of a Gross-Up Payment or payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), 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, Executive shall (subject to the Company’s complying with the requirements of Section 14(c), if applicable) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after payment by the Company of an amount on Executive’s behalf pursuant to Section 14(c), a determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify 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 To the extent thereof, the amount of Gross-Up Payment required to be paid. (e) Any Gross-Up Payment, as determined pursuant to this Section 14, shall be paid by the Company to Executive within five days of the receipt of the Accounting Firm’s determination; provided that the Gross-Up Payment shall in all events be paid no later than the end of Executive’s taxable year next following Executive’s taxable year in which the Excise Tax (and any income or other related taxes or interest or penalties thereon) on a Payment are remitted contest to the Internal Revenue Service or any other applicable taxing authority or, in the case of amounts relating to a claim described in Section 14(c) that does not result in the remittance of any federal, state, local, and foreign income, excise, social security, and other taxesis successful, the calendar year in which Gross Up Payment related to the element of compensation and/or benefit that was the subject of the claim is finally settled or otherwise resolved. Notwithstanding any other provision shall be recalculated in accordance with the provisions of this Section 14, the 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 Executive, all or any portion of any Gross-Up Payment, and Executive hereby consents to such withholdingparagraph (c)(ii). (f) The following terms shall have the following meanings for purposes of this Section 14: