Common use of Certain Payments Clause in Contracts

Certain Payments. (i) Anything herein to the contrary notwithstanding, in the event that it is determined that any payment or distribution by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment or distribution benefit received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 7(m)280G of the Internal Revenue Code of 1986, as amended (a "Payment")the “Code”) and (ii) but for this section, would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 8, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties with respect on such taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 8 shall be made by an independent advisor designated by the Company and reasonably acceptable to the Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that the Executive pays all taxes at the highest marginal rate. The Company and the Executive shall furnish to Independent Advisor such excise tax (such excise tax, together information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Advisor may incur in connection with any calculations contemplated by this Section. The reduction of the Payments payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 7(d)(iv), second by reducing the Pro Rata Bonus and the Prior Year Bonus, third by reducing COBRA reimbursement under Section 7(d)(v) and lastly by reducing any other Payments in a manner determined by the Company, in consultation with the Executive. (c) If, notwithstanding any reduction described in Section 8 (or in the absence of any such interest and penaltiesreduction), are hereinafter collectively referred to the Internal Revenue Service (“IRS”) determines that the Executive is liable for the Excise Tax as a result of the "Excise Tax")receipt of one or more Payments, then the Executive shall be entitled obligated to receivesurrender or pay back to the Company, within fifteen (15) business 120 days following the determination described in Section 7(m)(ii) belowafter a final IRS determination, an additional payment ("Excise Tax Adjustment Payment") in an amount of such that after payment by payments or benefits equal to the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed “Repayment Amount.” The Repayment Amount with respect to such taxes)Payments shall be the smallest such amount, including any Excise Taxif any, as shall be required to be surrendered or paid to the Company so that the Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed upon on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax Adjustment Paymentimposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by the Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 8, the Executive shall retain an amount of pay the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the PaymentsTax. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment or distribution benefit received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 7(m)280G of the Internal Revenue Code of 1986, as amended (a "Payment")the “Code”) and (ii) but for this section, would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 8, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties with respect on such taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 8 shall be made by an independent advisor designated by the Company and reasonably acceptable to the Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that the Executive pays all taxes at the highest marginal rate. The Company and the Executive shall furnish to Independent Advisor such excise tax (such excise tax, together information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Advisor may incur in connection with any calculations contemplated by this Section. The reduction of the Payments payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 7(d)(ii) and then by reducing any other Payments in a manner determined by the Company, in consultation with the Executive. (c) If, notwithstanding any reduction described in Section 8 (or in the absence of any such interest and penaltiesreduction), are hereinafter collectively referred to the Internal Revenue Service (“IRS”) determines that the Executive is liable for the Excise Tax as a result of the "Excise Tax")receipt of one or more Payments, then the Executive shall be entitled obligated to receivesurrender or pay back to the Company, within fifteen (15) business 120 days following the determination described in Section 7(m)(ii) belowafter a final IRS determination, an additional payment ("Excise Tax Adjustment Payment") in an amount of such that after payment by payments or benefits equal to the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed “Repayment Amount.” The Repayment Amount with respect to such taxes)Payments shall be the smallest such amount, including any Excise Taxif any, as shall be required to be surrendered or paid to the Company so that the Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed upon on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax Adjustment Paymentimposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by the Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 8, the Executive shall retain an amount of pay the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the PaymentsTax. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's termination of employment, whether or not pursuant to this Agreement (such payments or benefits, excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be referred to as the `Total Payments') will be subject to an excise tax as provided for in Section 4999 of the Internal Revenue Code (the `Code') (the `Excise Tax'), the Company shall pay to Executive an additional amount (the `Gross-Up Payment') such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the contrary notwithstandingTotal Payments; provided, in however, that if the event that it is determined that any payment or distribution by the Company to or for Total Payments are less than 360% of the Executive's benefitBase Amount, whether paid or payable or distributed or distributable pursuant as defined in section 280G(b)(3) of the Code, the Executive shall not be entitled to the terms hereofGross-Up Payment, including but not limited to and the Total Payments shall be reduced as provided for in Section 7(l), or otherwise, other than 10(d) below. (b) For purposes of determining whether any payment pursuant to this Section 7(m), (a "Payment"), would of the Total Payments will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change `Auditor', as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15section 280G(b)(4)(A) business days of the date Code, (ii) all `Excess parachute payments' within the meaning of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 section 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive's principal place of 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 10), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 the Company Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for local income or employment tax deduction) plus interest on the Executive's benefitamount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Executive discovers that an Overpayment shall have occurredExcise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount thereof of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. (d) If the Total Payments would constitute an Excess parachute payment, but are less than 360% of the Base Amount, such payments shall be promptly repaid reduced to the Companylargest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. (e) All determinations under this Section 10 shall be made by a nationally recognized accounting firm selected by the Executive (the `Auditor'). The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by Executive in connection with or contingent on a change in ownership or control, within the Company to meaning defined in Section 280G of the Internal Revenue Code (the "CODE") (or for the any successor provision thereto), whether or not in connection with Executive's benefittermination of employment, and whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be referred to as the "PaymentTOTAL PAYMENTS"), would ) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties (the "EXCISE TAX"), the Company shall pay to Executive an additional amount no later than the due date for Executive's tax return with respect to such excise tax Excise Tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise TaxGROSS-UP PAYMENT")) such that the net amount retained by Executive, then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("after deduction of any Excise Tax Adjustment Payment") in an amount such that after payment by on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive's Base Amount, as defined in Section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all "excess parachute payments" within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid by deemed to pay federal income tax at the Company highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to or for be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's benefitresidence or, if higher, in the state and locality of Executive's principal place of 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 10), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive discovers with respect to such excess) at the time that the amount of such excess is finally determined. 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. (d) If the Total Payments would constitute an Overpayment "excess parachute payment", but are less than 360% of the Base Amount, such payments shall be reduced to the largest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. Unless Executive shall have occurredgiven prior written notice to the Company specifying a different order, the amount thereof Company shall reduce or eliminate the payments or benefits by first reducing or eliminating the portion of the payments or benefits that are not payable in cash and then by reducing or eliminating cash payments, in each case, in reverse chronological order, starting with payments or benefits that are to be paid farthest in time from the applicable determination of the Auditor (as defined below). Any written notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any plan, agreement or arrangement governing Executive's entitlement and rights to such payments or benefits. (e) All determinations under this Section 10 shall be promptly repaid to made by a nationally recognized accounting firm selected by Executive (the Company"AUDITOR"), and the Company shall pay all costs and expenses of the Auditor. The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to the contrary notwithstanding, be received by Executive in the event that it is determined that any payment connection with a Change in Control or distribution by the Company to or for the Executive's benefittermination of employment, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax Agreement (such excise taxpayments or benefits, together with any such interest and penaltiesexcluding the Gross-Up Payment, are as hereinafter collectively defined, shall hereinafter be referred to as the "Excise TaxTOTAL PAYMENTS") will be subject to an excise tax as provided for in Section 4999 of the Internal Revenue Code (the "CODE") (the "EXCISE TAX"), then the Company shall pay to Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment amount (the "GROSS-UP PAYMENT") such that the net amount retained by the Executive, after deduction of any Excise Tax Adjustment Payment") in an amount such that after payment by on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive's Base Amount, as defined in section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15section 280G(b)(4)(A) business days of the date Code, (ii) all "Excess parachute payments" within the meaning of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 section 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunder. In the event principles of an Underpayment, the Company shall promptly determine the amount sections 280G(d)(3) and (4) of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefitCode. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.For

Certain Payments. (i) Anything herein to the contrary notwithstanding, in In the event that it the aggregate of all payments or benefits made or provided to, or that may be made or provided to, the Executive under this Agreement and under all other plans, programs and arrangements of the Company (the "Aggregate Payment") is determined that any payment or distribution by to constitute a "parachute payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, the Company shall pay to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant prior to the terms hereof, including but not limited to Section 7(l), or otherwise, other than time any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties ("Excise Tax") is 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"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) belowAggregate Payment, an additional payment ("Excise Tax Adjustment Payment") in an amount such that which, after payment by the Executive imposition of all applicable Federalincome and excise taxes thereon, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment is equal to the Excise Tax imposed upon on the Payments. (ii) All determinations required Aggregate Payment. The determination of whether the Aggregate Payment constitutes a parachute payment and, if so, the amount to be made under paid to the Executive and the time of payment pursuant to this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, 15 shall be made by Deloitte & Touche LLP, or such other accounting firm as an independent auditor (the Company may designate prior to a Change of Control, which shall provide to "Auditor") jointly selected by the Company and the Executive detailed supporting calculations within fifteen and paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two (152) business days years preceding the date of its selection, acted in any way on behalf of the date Company or any affiliate thereof. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of the Executive's termination of employment. Except as hereinafter providedExcise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to the Executive under this Section 15 has been made, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior shall pay to a Change of Control, shall be binding upon the Company Executive an additional amount with respect to such additional Excise Tax (and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code any interest and penalties thereon) at the time of and in the initial determination hereunderamount determined by the Auditor so as to make the Executive whole, it is possible that (x) on an after-tax basis, with respect to such Excise Tax Adjustment Payments which should have been made will not have been made (and any interest and penalties thereon) and such additional amount paid by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunderCompany. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that Executive's Excise Tax liability is subsequently determined to be less than the Excise Tax liability with respect to which any payment to the Executive has occurred been made under this Section 15, the Executive shall, as soon as practical after the determination is made, pay to the Company the amount of the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not refundable, all as determined by the Auditor. The Executive and the Company shall cooperate with each other in connection with any such Underpayment proceeding or claim relating to the existence or amount of liability for Excise Tax, and all expenses incurred by the Executive in connection therewith shall be promptly paid by the Company to or for promptly upon notice of demand from the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (i) Anything herein Notwithstanding anything in the Agreement to contrary, if any amounts due to the contrary notwithstandingConsultant hereunder or under any other agreement, in the event that it is determined that any payment plan or distribution by program of the Company to or for (“Payments”) constitute a “parachute payment” (as defined in Section 280G(b)(2) of the Executive's benefitInternal Revenue Code of 1986, whether paid or payable or distributed or distributable pursuant to as amended (the terms hereof, including but not limited to Section 7(l“Code”), or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would ) and will be subject to the excise tax imposed by under Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "“Section 4999 Excise Tax"”), then the Executive Company shall be entitled pay to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, Consultant an additional payment amount ("the “280G Gross-Up Payment”) such that the net amount retained by the Consultant, after deduction of any 4999 Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable on Payments and any Federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any 4999 Excise Tax, imposed Tax upon the Excise Tax Adjustment 280G Gross-Up Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment be equal to the Excise Tax imposed upon the PaymentsPayments to Consultant. (ii) All determinations Notwithstanding anything in this Agreement to contrary, if any amounts due to the Consultant hereunder or under any other agreement, including that certain Employment Agreement, effective as of June 10, 2004 and as amended, by and between the Company and the Consultant, plan or program of the Company constitute compensation deferred (“Deferred Compensation”) under a nonqualified deferred compensation plan, for purposes of Section 409A of the Code, and such Deferred Compensation is subject to interest and excise tax under Section 409A(a)(1)(B) of the Code (such interest and excise tax collectively referred to herein as “409A Excise Tax”), the Company shall pay to the Consultant an additional amount (“409A Gross-Up Payment”) such that the net amount retained by the Consultant, after deduction of any Federal, state and local income and employment taxes, shall equal the sum of the Federal, state and local income and employment taxes imposed upon the 409A Gross-Up Payment and the 409A Excise Tax. (iii) Except as otherwise provided in a written agreement between the Company and the Consultant, any determination required to under the immediately preceding paragraphs shall be made under in writing in good faith by the Accounting Firm (as defined below). For purposes of making the calculations required by this Section 7(m)paragraph, including the Accounting Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of the Code and other applicable legal authority. The Company and Consultant shall furnish to the Accounting Firm such information and documents as the Accounting Firm may reasonably request in order to make such a determination. The Company shall bear all costs the Accounting Firm may reasonably incur in connection with any calculations contemplated by this paragraph. (iv) For purposes of determining whether any of the Payments will be subject to the 4999 Excise Tax Adjustment Payment is required and the amount of such 4999 Excise Tax, (A) all of the Payments shall be treated as “parachute payments” (within the meaning of Section 280G(b)(2) of the Code) unless, in the opinion of an accounting firm or consulting firm with particular expertise regarding 4999 Excise Tax Adjustment Payment(“Accounting Firm”) reasonably acceptable to the Consultant and selected by the accounting firm which was, immediately prior to the Change in Control, Company’s independent auditor (the “Auditor”), such payments or benefits (in whole or in part) should not be treated by the courts as subject to the 4999 Excise Tax, (B) all “excess parachute payments” within the meaning of Section 280G(b)(1) of the Code shall be made treated as subject to the 4999 Excise Tax unless, in the opinion of Accounting Firm, such excess parachute payments (in whole or in part) should not be treated by Deloitte & Touche LLPthe courts as subject to the 4999 Excise Tax, and (C) the value of any noncash benefits or such other any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. The Accounting Firm shall not be a firm providing auditing or accounting firm as services to any entity involved in the Company may designate prior to a Change of Control, which shall provide to the Company . Fees and expenses of Accounting Firm and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, Auditor shall be binding upon the Company and the Executive. As a result borne solely by Company. (v) For purposes of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred 280G and any such Underpayment the 409A Gross-Up Payments, the Consultant shall be promptly paid by deemed to pay Federal income tax at the highest marginal rate of Federal income taxation in the calendar year in which the 280G and/or the 409A Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of the Consultant’s residence in the calendar year in which the 280G and/or the 409A Gross-Up Payment is to be made, net of the maximum reduction in Federal income taxes which could be obtained from deduction of such state and local taxes. (vi) Notwithstanding anything set forth above in this Subsection 3(b) with respect to payments the Company to may make to, or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurredon behalf of, the Consultant, with respect to a 280G Gross-Up Payment and/or a 409A Gross-Up Payment, the maximum amount thereof the Company will pay pursuant to this Subsection 3(b) shall be promptly repaid to the Companyan aggregate of $50,000.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to be received by Executive in connection with a Change in Control or Executive's termination of employment, whether or not pursuant to this Agreement (such payments or benefits, excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be referred to as the `Total Payments') will be subject to an excise tax as provided for in Section 4999 of the Internal Revenue Code (the `Code') (the `Excise Tax'), the Company shall pay to Executive an additional amount (the `Gross-Up Payment') such that the net amount retained by the Executive, after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the contrary notwithstandingTotal Payments; provided, in however, that if the event that it is determined that any payment or distribution by the Company to or for Total Payments are less than 360% of the Executive's benefitBase Amount, whether paid or payable or distributed or distributable pursuant as defined in section 280G(b)(3) of the Code, the Executive shall not be entitled to the terms hereofGross-Up Payment, including but not limited to and the Total Payments shall be reduced as provided for in Section 7(l), or otherwise, other than 11(d) below. (b) For purposes of determining whether any payment pursuant to this Section 7(m), (a "Payment"), would of the Total Payments will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change `Auditor', as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15section 280G(b)(4)(A) business days of the date Code, (ii) all `Excess parachute payments' within the meaning of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 section 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive's principal place of 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 11), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 the Company Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for local income or employment tax deduction) plus interest on the Executive's benefitamount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Executive discovers that an Overpayment shall have occurredExcise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount thereof of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. (d) If the Total Payments would constitute an Excess parachute payment, but are less than 360% of the Base Amount, such payments shall be promptly repaid reduced to the Companylargest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. (e) All determinations under this Section 11 shall be made by a nationally recognized accounting firm selected by the Executive (the `Auditor'). The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to the contrary notwithstanding, be received by Executive in the event that it is determined that any payment connection with a Change in Control or distribution by the Company to or for the Executive's benefittermination of employment, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax Agreement (such excise taxpayments or benefits, together with any such interest and penaltiesexcluding the Gross-Up Payment, are as hereinafter collectively defined, shall hereinafter be referred to as the "Excise TaxTOTAL PAYMENTS") will be subject to an excise tax as provided for in Section 4999 of the Internal Revenue Code (the "CODE") (the "EXCISE TAX"), then the Company shall pay to Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("amount no later than the due date for Executive's tax return with respect to such Excise Tax Adjustment Payment(the "GROSS-UP PAYMENT") in an amount such that after payment the net amount retained by the Executive Executive, after deduction of all applicable Federalany Excise Tax on the Total Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive's Base Amount, as defined in Section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all "Excess parachute payments" within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive's principal place of 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 10), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 the Company Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive discovers with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. (d) If the Total Payments would constitute an Overpayment excess parachute payment, but are less than 360% of the Base Amount, such payments shall be reduced to the largest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. Unless Executive shall have occurredgiven prior written notice to the Company specifying a different order, the amount thereof Company shall reduce or eliminate the payments or benefits by first reducing or eliminating the portion of the payments or benefits that are not payable in cash and then by reducing or eliminating cash payments, in each case, in reverse chronological order, starting with payments or benefits that are to be paid farthest in time from the applicable determination of the Auditor (as defined below). Any written notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any plan, agreement or arrangement governing Executive's entitlement and rights to such payments or benefits. (e) All determinations under this Section 10 shall be promptly repaid to made by a nationally recognized accounting firm selected by the CompanyExecutive (the "AUDITOR"), and the Company shall pay all costs and expenses of the Auditor. The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by Executive in connection with or contingent on a change in ownership or control, within the Company to meaning defined in Section 280G of the Internal Revenue Code (the “CODE”) (or for the Executive's benefitany successor provision thereto), whether paid or payable not in connection with Executive’s termination of employment, and whether or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a "excluding the Gross-Up Payment"), would as hereinafter defined, shall hereinafter be referred to as the “TOTAL PAYMENTS”) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties (the “EXCISE TAX”), the Company shall pay to Executive an additional amount no later than the due date for Executive’s tax return with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment"(the “GROSS-UP PAYMENT”) in an amount such that the net amount retained by Executive, after payment by deduction of any Excise Tax on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive’s Base Amount, as defined in Section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all “excess parachute payments” within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive’s principal place of 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 10), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 to extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive discovers with respect to such excess) at the time that the amount of such excess is finally determined. 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. (d) If the Total Payments would constitute an Overpayment “excess parachute payment”, but are less than 360% of the Base Amount, such payments shall be reduced to the largest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. Unless Executive shall have occurredgiven prior written notice to the Company specifying a different order, the amount thereof Company shall reduce or eliminate the payments or benefits by first reducing or eliminating the portion of the payments or benefits that are not payable in cash and then by reducing or eliminating cash payments, in each case, in reverse chronological order, starting with payments or benefits that are to be paid farthest in time from the applicable determination of the Auditor (as defined below). Any written notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any plan, agreement or arrangement governing Executive’s entitlement and rights to such payments or benefits. (e) All determinations under this Section 10 shall be promptly repaid to made by a nationally recognized accounting firm selected by Executive (the Company“AUDITOR”), and the Company shall pay all costs and expenses of the Auditor. The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement in connection with a change in ownership or control, within the meaning defined in Section 7(m280G of the Internal Revenue Code (the “Code”) (or any successor provision thereto), (a "such payments or benefits, excluding the Gross-Up Payment"), would as hereinafter defined, shall hereinafter be referred to as the “Total Payments”) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties (the “Excise Tax”), the Company shall pay to Executive an additional amount no later than the due date for Executive’s tax return with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment (the “Gross-Up Payment"”) in an amount such that the net amount retained by Executive, after payment by deduction of any Excise Tax on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive’s Base Amount, as defined in Section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 6(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all “excess parachute payments” within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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 on the Separation Date net of the actual reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 to extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive discovers with respect to such excess) at the time that the amount of such excess is finally determined. 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. (d) If the Total Payments would constitute an Overpayment “excess parachute payment”, but are less than 360% of the Base Amount, such payments shall be reduced to the largest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. Unless Executive shall have occurredgiven prior written notice to the Company specifying a different order, the amount thereof Company shall reduce or eliminate the payments or benefits by first reducing or eliminating the portion of the payments or benefits that are not payable in cash and then by reducing or eliminating cash payments, in each case, in reverse chronological order, starting with payments or benefits that are to be paid farthest in time from the applicable determination of the Auditor (as defined below). Any written notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any plan, agreement or arrangement governing Executive’s entitlement and rights to such payments or benefits. (e) All determinations under this Section 6 shall be promptly repaid to made by a nationally recognized accounting firm selected by Executive (the Company“Auditor”), and the Company shall pay all costs and expenses of the Auditor. The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to the contrary notwithstanding, be received by Executive in the event that it is determined that any payment connection with a Change in Control or distribution by the Company to or for the Executive's benefittermination of employment, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be referred to as the "PaymentTotal Payments"), would ) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Internal Revenue Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Code") (the "Excise Tax"), then the Company shall pay to Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment amount (the "Excise Tax Adjustment Gross-Up Payment") in an amount such that after payment the net amount retained by the Executive Executive, after deduction of all applicable Federalany Excise Tax on the Total Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive's Base Amount, as defined in section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15section 280G(b)(4)(A) business days of the date Code, (ii) all "Excess parachute payments" within the meaning of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 section 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive's principal place of 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 10), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 the Company Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for local income or employment tax deduction) plus interest on the Executive's benefitamount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Executive discovers that an Overpayment shall have occurredExcise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount thereof of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. (d) If the Total Payments would constitute an Excess parachute payment, but are less than 360% of the Base Amount, such payments shall be promptly repaid reduced to the Companylargest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. (e) All determinations under this Section 10 shall be made by a nationally recognized accounting firm selected by the Executive (the "Auditor"). The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose. 11.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment of the compensation or distribution benefits provided for in this Agreement or any other compensation or benefits approved at any time by the Company Board or the Compensation Committee of the Board and otherwise payable to or for Executive (including stock options) constitute "parachute payments" within the Executive's benefitmeaning of Section 280G of the Internal Revenue Code of 1986, whether paid or payable or distributed or distributable pursuant to as amended (the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m), (a "PaymentCODE"), would and will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect Code, then, subject to such excise tax the provisions of Section 16(d) below, Executive shall receive from the Company (A) a cash payment sufficient to pay such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15B) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by sufficient to pay the Executive of all applicable Federal, excise tax and federal and state income and local employment taxes (computed at arising from the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been payments made by the Company to Executive pursuant to this sentence. (b) Unless the Company and Executive otherwise agree in writing, the determination of Executive's excise tax liability and the amount required to be paid to Executive by the Company under this Section 16 shall be made in writing by a certified public accounting firm mutually agreeable to Executive and the Company (the "UnderpaymentACCOUNTANTS"), and the amounts to be paid to Executive by the Company under this Section 16 will be paid to Executive within thirty (30) days after the Accountants have finally determined that amount as provided herein (or (y) certain Payments will such shorter time after the Accountants have been made which should not have been made ("Overpayment"finally determined that amount as may be necessary in order for Executive to timely pay any withholding or estimated tax obligations arising from his receipt of any payment under this Section 16), consistent with . For purposes of making the calculations required to be made hereunder. In the event of an Underpaymentby this Section 16, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 16. The Company shall promptly determine bear all fees and costs the amount of the Underpayment that has occurred and Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Company to or for the Executive's benefit. this Section 16. (c) In the event that the Executive discovers Internal Revenue Service ("IRS") makes a final determination that an Overpayment shall have occurred, the amount thereof shall be promptly repaid of excise tax payable by Executive as described above in this Section 16 is different than the amount of such excise tax as determined by the Accountants as provided above, then: (A) if the amount of such excise tax payable by Executive as determined by the IRS is less than the amount of such excise tax as computed by the Accountants, Executive will reimburse the Company for all excess amounts actually paid to Executive by the Company under this Section 16 due to the over-calculation of such excise tax by the Accountants within five (5) business days after Executive receives either a refund from the IRS due to such over-calculation or Executive receives an economic benefit from the IRS (such as a credit against tax payable) on account of such over-calculation, provided Executive reported and paid all his excise and income tax liabilities resulting from the operation of this Section 16 consistent with the amounts Executive was actually paid hereunder; and (B) if the amount of such excise tax payable by Executive as determined by the IRS is greater than the amount of such excise tax as computed by the Accountants, then the Company will promptly reimburse Executive for the amounts that the Company underpaid Executive under this Section 16 due to the under-calculation of such excise tax by the Accountants, calculated in accordance with Section 16(a). (d) In the event any of the compensation or benefits provided for in this Agreement or any other compensation or benefits approved at any time by the Board or the Compensation Committee of the Board and otherwise payable to Executive (including stock options) constitute "parachute payments" within the meaning of Section 280G of the Code and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive may, at his sole option and discretion, elect to waive, not receive and/or reduce such compensation and/or benefits to such lesser extent as will result in no portion of such compensation or benefits being subject to the excise tax imposed by Section 4999 of the Code, and in that case the Company's obligation to make a payment to Executive pursuant to the provisions of Section 16 will be correspondingly reduced.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by Executive in connection with or contingent on a change in ownership or control, within the Company to meaning defined in Section 280G of the Internal Revenue Code (the “CODE”) (or for the Executive's benefitany successor provision thereto), whether paid or payable not in connection with Executive’s termination of employment, and whether or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a "excluding the Gross-Up Payment"), would as hereinafter defined, shall hereinafter be referred to as the “TOTAL PAYMENTS”) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties (the “EXCISE TAX”), the Company shall pay to Executive an additional amount no later than the due date for Executive’s tax return with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment"(the “GROSS-UP PAYMENT”) in an amount such that the net amount retained by Executive, after payment by deduction of any Excise Tax on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive’s Base Amount, as defined in Section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 9(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all “excess parachute payments” within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive’s principal place of 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 9), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 to extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive discovers with respect to such excess) at the time that the amount of such excess is finally determined. 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. (d) If the Total Payments would constitute an Overpayment “excess parachute payment”, but are less than 360% of the Base Amount, such payments shall be reduced to the largest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. Unless Executive shall have occurredgiven prior written notice to the Company specifying a different order, the amount thereof Company shall reduce or eliminate the payments or benefits by first reducing or eliminating the portion of the payments or benefits that are not payable in cash and then by reducing or eliminating cash payments, in each case, in reverse chronological order, starting with payments or benefits that are to be paid farthest in time from the applicable determination of the Auditor (as defined below). Any written notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any plan, agreement or arrangement governing Executive’s entitlement and rights to such payments or benefits. (e) All determinations under this Section 9 shall be promptly repaid to made by a nationally recognized accounting firm selected by Executive (the Company“AUDITOR”), and the Company shall pay all costs and expenses of the Auditor. The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment or distribution benefit received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 7(m)280G of the Internal Revenue Code of 1986, as amended (a "Payment")the “Code”) and (ii) but for this section, would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 7, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties with respect on such taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 7 shall be made by an independent advisor designated by the Company and reasonably acceptable to the Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that the Executive pays all taxes at the highest marginal rate. The Company and the Executive shall furnish to Independent Advisor such excise tax (such excise tax, together information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Advisor may incur in connection with any calculations contemplated by this Section. The reduction of the Payments payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 6(d)(ii), second by reducing the Pro Rata Bonus, third by reducing COBRA reimbursement under Section 6(d)(iv) and lastly by reducing any other Payments in a manner determined by the Company, in consultation with the Executive. (c) If, notwithstanding any reduction described in Section 7 (or in the absence of any such interest and penaltiesreduction), are hereinafter collectively referred to the Internal Revenue Service (“IRS”) determines that the Executive is liable for the Excise Tax as a result of the "Excise Tax")receipt of one or more Payments, then the Executive shall be entitled obligated to receivesurrender or pay back to the Company, within fifteen (15) business 120 days following the determination described in Section 7(m)(ii) belowafter a final IRS determination, an additional payment ("Excise Tax Adjustment Payment") in an amount of such that after payment by payments or benefits equal to the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed “Repayment Amount.” The Repayment Amount with respect to such taxes)Payments shall be the smallest such amount, including any Excise Taxif any, as shall be required to be surrendered or paid to the Company so that the Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed upon on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax Adjustment Paymentimposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by the Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 7, the Executive shall retain an amount of pay the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the PaymentsTax. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by Xx. Xxxxxxxx in connection with or contingent on a change in ownership or control, within the Company to meaning defined in Section 280G of the Internal Revenue Code (the “Code”) (or for the Executive's benefitany successor provision thereto), whether paid or payable not in connection with Xx. Xxxxxxxx’x termination of employment, and whether or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a "excluding the Gross-Up Payment"), would as hereinafter defined, shall hereinafter be referred to as the “Total Payments”) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties (the “Excise Tax”), Classmates shall pay to Xx. Xxxxxxxx an additional amount no later than the due date for Xx. Xxxxxxxx’x tax return with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment (the “Gross-Up Payment"”) in an amount such that the net amount retained by Xx. Xxxxxxxx, after payment by deduction of any Excise Tax on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Executive shall retain an amount Total Payments. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Xx. Xxxxxxxx and selected by Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all “excess parachute payments” within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, Xx. Xxxxxxxx shall be promptly paid 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 Xx. Xxxxxxxx’x residence or, if higher, in the state and locality of Xx. Xxxxxxxx’x principal place of 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 6), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Xx. Xxxxxxxx shall repay to Classmates, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 Xx. Xxxxxxxx to the Company to extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Executive discovers that an Overpayment shall have occurred, Excise Tax is determined to exceed the amount thereof taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Classmates shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Xx. Xxxxxxxx with respect to such excess) at the time that the amount of such excess is finally determined. Xx. Xxxxxxxx and Classmates 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. (d) All determinations under this Section 6 shall be promptly repaid to made by a nationally recognized accounting firm selected by Xx. Xxxxxxxx (the Company“Auditor”), and Classmates shall pay all costs and expenses of the Auditor. Classmates shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. The obligations of the Company pursuant to this Agreement in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by any Underwriter of any sum adjudged to be so due in such other currency, on which (i) Anything herein and only to the contrary notwithstandingextent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. All payments made by the Company under this Agreement, if any, will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the event receipt by each Underwriter of the amounts that it is determined that any payment or distribution would otherwise have been receivable in respect thereof. All payments made by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than under this Agreement shall be exclusive of any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise value added tax imposed by Section 4999 of the Code or any interest other tax of a similar nature (“VAT”) which is chargeable thereon and if any VAT is or penalties with becomes chargeable in respect to such excise tax (such excise tax, together with of any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Paymentpayment, the Executive Company shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and pay in addition the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to VAT (on provision of a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"valid VAT invoice), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by Xx. Xxxxxxxx in connection with or contingent on a change in ownership or control, within the Company to meaning defined in Section 280G of the Internal Revenue Code (the "Code") (or for the Executive's benefitany successor provision thereto), whether paid or payable not in connection with Xx. Xxxxxxxx'x termination of employment, and whether or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be referred to as the "PaymentTotal Payments"), would ) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive Classmates shall be entitled pay to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, Xx. Xxxxxxxx an additional payment ("amount no later than the due date for Xx. Xxxxxxxx'x tax return with respect to such Excise Tax Adjustment (the "Gross-Up Payment") in an amount such that the net amount retained by Xx. Xxxxxxxx, after payment by deduction of any Excise Tax on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Executive shall retain an amount Total Payments. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Xx. Xxxxxxxx and selected by Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all "excess parachute payments" within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, Xx. Xxxxxxxx shall be promptly paid 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 Xx. Xxxxxxxx'x residence or, if higher, in the state and locality of Xx. Xxxxxxxx'x principal place of 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 6), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Xx. Xxxxxxxx shall repay to Classmates, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 Xx. Xxxxxxxx to the Company to extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Executive discovers that an Overpayment shall have occurred, Excise Tax is determined to exceed the amount thereof taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Classmates shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Xx. Xxxxxxxx with respect to such excess) at the time that the amount of such excess is finally determined. Xx. Xxxxxxxx and Classmates 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. (d) All determinations under this Section 6 shall be promptly repaid to made by a nationally recognized accounting firm selected by Xx. Xxxxxxxx (the Company"Auditor"), and Classmates shall pay all costs and expenses of the Auditor. Classmates shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. If (i) Anything herein to the contrary notwithstanding, in the event that it is determined that any payment or distribution Shelf Registration Statement has not been declared effective by the Company to or for Commission by the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l)Effectiveness Date, or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to the extent that the shares of Common Stock are Registrable Securities, the Shelf Registration Statement is filed and declared effective but shall thereafter cease to be made under this Section 7(m), effective (without being succeeded by a replacement shelf registration statement which is filed and declared effective) or usable (including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of any suspension period under Section 3 hereof) for the uncertainty offer and sale of such Registrable Securities for any period of time (including any suspension period under Section 3 hereof) which shall exceed 60 days in any three-month period or 180 days in any twelve-month period (each such event referred to in the application of Section 4999 of the Code at the time of the initial determination hereunder, it is possible that immediately preceding clauses (xi) Excise Tax Adjustment Payments which should have been made will not have been made by the Company and ("Underpayment"ii), or (y) certain Payments will have been made which should not have been made ("Overpayment"a “Registration Default”), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine pay liquidated damages (“Liquidated Damages”) to the amount Holders, in cash, for the period (excluding the Effectiveness Date) during which any such Registration Default shall be continuing, at a rate per week equal to twenty-five basis points of the Underpayment total purchase price of the Common Stock (prorated for partial weeks); provided, however, that has occurred and any if such Underpayment Registration Default is based, in whole or in part, on the failure of a Holder to provide information reasonably requested by the Company in accordance with Section 4(b) hereof, the Company shall not be liable for an Registration Default. All accrued Liquidated Damages shall be promptly paid by the Company to or for by the Executive's benefitfollowing Damages Payment Date. In the event that any Liquidated Damages are not paid by the Executive discovers Company on the applicable Damages Payment Date, then to the extent permitted by law, such overdue Liquidated Damages, if any, shall bear interest until paid at the Default Rate, commencing on the Damages Payment Date. All accrued Liquidated Damages and any interest thereon shall be paid by wire transfer of immediately available funds or by federal funds check by the Company to Holders pro rata, based on the respective numbers of Registrable Securities then held by such Holder. The parties acknowledge that an Overpayment shall damages from a failure to have occurredthe Shelf Registration Statement declared or remain effective are difficult to measure and that the payments provided for in this Section 2(c) are reasonable liquidated damages and not a penalty. Promptly (but in no event more than five business days) after the occurrence or the termination of a Registration Default, the amount thereof Company shall be promptly repaid give the Holders at such time notice of such occurrence or termination (as applicable); provided, however, that the failure by the Company to give such notice shall not subject the Company to any further Liquidated Damages following the termination of the Registration Default. All of the Company’s obligations (including, without limitation, the obligation to pay Liquidated Damages and, as applicable, interest thereon) under this paragraph with respect to any Registrable Security shall survive the time that such security ceases to be a Registrable Security.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment of the compensation or distribution benefits provided for in this Agreement or any other compensation or benefits approved at any time by the Company Board or the Compensation Committee of the Board and otherwise payable to or for Executive (including stock options) constitute “parachute payments” within the Executive's benefitmeaning of Section 280G of the Internal Revenue Code of 1986, whether paid or payable or distributed or distributable pursuant to as amended (the terms hereof, including but not limited to Section 7(l“CODE”), or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would and will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect Code, then, subject to such excise tax the provisions of Section 16(d) below, Executive shall receive from the Company (A) a cash payment sufficient to pay such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15B) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by sufficient to pay the Executive of all applicable Federal, excise tax and federal and state income and local employment taxes (computed at arising from the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been payments made by the Company to Executive pursuant to this sentence. ("Underpayment"b) Unless the Company and Executive otherwise agree in writing, the determination of Executive’s excise tax liability and the amount required to be paid to Executive by the Company under this Section 16 shall be made in writing by a certified public accounting firm mutually agreeable to Executive and the Company (the “ACCOUNTANTS”), and the amounts to be paid to Executive by the Company under this Section 16 will be paid to Executive within thirty (30) days after the Accountants have finally determined that amount as provided herein (or (y) certain Payments will such shorter time after the Accountants have been made which should not have been made ("Overpayment"finally determined that amount as may be necessary in order for Executive to timely pay any withholding or estimated tax obligations arising from his receipt of any payment under this Section 16), consistent with . For purposes of making the calculations required to be made hereunder. In the event of an Underpaymentby this Section 16, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive shall furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 16. The Company shall promptly determine bear all fees and costs the amount of the Underpayment that has occurred and Accountants may reasonably incur in connection with any such Underpayment shall be promptly paid calculations contemplated by the Company to or for the Executive's benefit. this Section 16. (c) In the event that the Executive discovers Internal Revenue Service (“IRS”) makes a final determination that an Overpayment shall have occurred, the amount thereof shall be promptly repaid of excise tax payable by Executive as described above in this Section 16 is different than the amount of such excise tax as determined by the Accountants as provided above, then: (A) if the amount of such excise tax payable by Executive as determined by the IRS is less than the amount of such excise tax as computed by the Accountants, Executive will reimburse the Company for all excess amounts actually paid to Executive by the Company under this Section 16 due to the over-calculation of such excise tax by the Accountants within five (5) business days after Executive receives either a refund from the IRS due to such over-calculation or Executive receives an economic benefit from the IRS (such as a credit against tax payable) on account of such over-calculation, provided Executive reported and paid all his excise and income tax liabilities resulting from the operation of this Section 16 consistent with the amounts Executive was actually paid hereunder; and (B) if the amount of such excise tax payable by Executive as determined by the IRS is greater than the amount of such excise tax as computed by the Accountants, then the Company will promptly reimburse Executive for the amounts that the Company underpaid Executive under this Section 16 due to the under-calculation of such excise tax by the Accountants, calculated in accordance with Section 16(a). (d) In the event any of the compensation or benefits provided for in this Agreement or any other compensation or benefits approved at any time by the Board or the Compensation Committee of the Board and otherwise payable to Executive (including stock options) constitute “parachute payments” within the meaning of Section 280G of the Code and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive may, at his sole option and discretion, elect to waive, not receive and/or reduce such compensation and/or benefits to such lesser extent as will result in no portion of such compensation or benefits being subject to the excise tax imposed by Section 4999 of the Code, and in that case the Company’s obligation to make a payment to Executive pursuant to the provisions of Section 16 will be correspondingly reduced.

Certain Payments. (a) All sums payable by the Company under this Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature and all interest, penalties or similar liabilities with respect thereto, unless such deduction or withholding is required by law. If the Company is required by law to deduct or withhold for or on account of tax from a payment made under this Agreement, the Company shall pay such additional amounts as may be necessary so that the net amount received by the recipient of the payment is equal to the amount the recipient would have received if such deduction or withholding had not been so required; provided, however, that no such additional amounts shall be payable: (i) Anything herein with respect to taxes imposed by reason of the recipient having any present or former connection with the jurisdiction imposing such taxes (other than any connection resulting from the transactions contemplated by this Agreement); or (ii) to the contrary notwithstandingextent that such taxes would not have been imposed but for the failure of the recipient to comply with a written notice requesting any certification, in identification or other information concerning the event nationality, residence, identity or connection with the jurisdiction imposing such taxes of the recipient that it is determined that any payment legally able to provide, if such compliance is required or distribution imposed by law as a precondition to an exemption from, or reduction in, such taxes, and such compliance is not materially more onerous than the provision of an IRS Form W-8 or W-9. (b) Where the Company is obliged to pay any fee, commission, underwriting discount or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant other sum to the terms hereof, including but not limited Representatives (on behalf of the Underwriters) or to Section 7(l), or otherwise, other than any payment Underwriter pursuant to this Section 7(m)Agreement, and any amount in respect of VAT is properly chargeable on it, being VAT for which the Representatives or relevant Underwriter is liable to account, (a "Payment"), would be subject to i) the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which relevant Underwriters shall provide to the Company a valid VAT invoice, and the Executive detailed supporting calculations within fifteen (15ii) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior shall pay to a Change the recipient in addition to the sum otherwise payable an amount equal to the VAT for which the Representatives or relevant Underwriter is liable to account. (c) Where, under the terms of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpaymentthis Agreement, the Company is liable to indemnify or reimburse or otherwise compensate any Underwriter or any other Indemnified Person in respect of any costs, charges or expenses, the payment shall promptly determine include an amount equal to any VAT thereon that such Underwriter or Indemnified Person determines in good faith is not otherwise recoverable by such Underwriter or Indemnified Person, as applicable (or the amount representative member of any VAT group of which it forms part). If the relevant cost, charge or expense relates to a supply made to an Underwriter or other Indemnified Person in its capacity as agent of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or Company, which is treated for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid VAT purposes as a supply made direct to the Company, such Underwriter or Indemnified Person shall use reasonable endeavours to procure that the supplier issues to the Company a valid VAT invoice in respect of such cost, charge or expense. (d) For the purposes of this Section ‎26, “VAT” shall mean (i) within the United Kingdom, any value added tax imposed by the VAT Axx 0000, (ii) within the European Union, such tax as may be levied in accordance with (but subject to derogations from) the Directive 2006/112/EEC, and (iii) outside the United Kingdom and the European Union, any tax of a similar nature. If the foregoing is in accordance with your understanding, please sign and return this Agreement, and upon the acceptance hereof by you this Agreement and such acceptance hereof shall constitute a binding agreement between each of the Underwriters and the Company. Very truly yours, LivaNova PLC By: /s/ Axxx Xxxxxxxxxxx Name: Axxx Xxxxxxxxxxx Title: Chief Financial Officer Gxxxxxx Sachs & Co. LLC By: /s/ Exxxxxxxx Xxxx Name: Exxxxxxxx Xxxx Title: Managing Director By: /s/ Vxxxxxxx Xxxx Name: Vxxxxxxx Xxxx Title: Authorized Signatory UBS Securities LLC By: /s/ Bxxxxxxx Bible Name: Bxxxxxxx Bible Title: Executive Director By: /s/ Jxxxx Xxxxxxx Name: Jxxxx Xxxxxxx Title: Associate Director Gxxxxxx Sxxxx & Co. LLC 1,623,637 243,545 Barclays Capital Inc. 1,196,364 179,454 UBS Securities LLC 598,181 89,727 Rxxxxx X. Xxxxx & Co. Incorporated 109,091 16,364 Sxxxxx, Xxxxxxxx & Company Incorporated 109,091 16,364 Total 3,636,364 545,454 (a) Issuer Free Writing Prospectuses not included in the Pricing Disclosure Package: None

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by Xx. Xxxxxxxx in connection with or contingent on a change in ownership or control, within the Company to meaning defined in Section 280G of the Internal Revenue Code (the “Code”) (or for the Executive's benefitany successor provision thereto), whether paid or payable not in connection with Xx. Xxxxxxxx’x termination of employment, and whether or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a "excluding the Gross-Up Payment"), would as hereinafter defined, shall hereinafter be referred to as the “Total Payments”) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties (the “Excise Tax”), Classmates shall pay to Xx. Xxxxxxxx an additional amount no later than the due date for Xx. Xxxxxxxx’x tax return with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment (the “Gross-Up Payment"”) in an amount such that the net amount retained by Xx. Xxxxxxxx, after payment by deduction of any Excise Tax on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Executive shall retain an amount Total Payments. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Xx. Xxxxxxxx and selected by Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all “excess parachute payments” within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, Xx. Xxxxxxxx shall be promptly paid 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 Xx. Xxxxxxxx’x residence or, if higher, in the state and locality of Xx. Xxxxxxxx’x principal place of 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 6), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Xx. Xxxxxxxx shall repay to Classmates, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 Xx. Xxxxxxxx to the Company to extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Executive discovers that an Overpayment shall have occurred, Excise Tax is determined to exceed the amount thereof taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), Classmates shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Xx. Xxxxxxxx with respect to such excess) at the time that the amount of such excess is finally determined. Xx. Xxxxxxxx and Classmates 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. (d) All determinations under this Section 6 shall be promptly repaid made by a nationally recognized accounting firm selected by Xx. Xxxxxxxx (the “Auditor”), and Classmates shall pay all costs and expenses of the Auditor. Classmates shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose. Any payments made by the Company to or on behalf of Xx. Xxxxxxxx pursuant to this Section 6 shall be made in no event later than the Companyend of Xx. Xxxxxxxx’x taxable year next following his taxable year in which the related taxes are remitted.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to the contrary notwithstanding, be received by Executive in the event that it is determined that any payment connection with a Change in Control or distribution by the Company to or for the Executive's benefittermination of employment, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax Agreement (such excise taxpayments or benefits, together with any such interest and penaltiesexcluding the Gross-Up Payment, are as hereinafter collectively defined, shall hereinafter be referred to as the "Excise TaxTOTAL PAYMENTS") will be subject to an excise tax as provided for in Section 4999 of the Internal Revenue Code (the "CODE") (the "EXCISE TAX"), then the Company shall pay to Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment amount (the "GROSS-UP PAYMENT") such that the net amount retained by Executive, after deduction of any Excise Tax Adjustment Payment") in an amount such that after payment by on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of Executive's Base Amount, as defined in Section 280G(b)(3) of the Code, Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 13(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all "Excess parachute payments" within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, Executive shall be promptly paid by deemed to pay federal income tax at the Company highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to or for be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's benefitresidence or, if higher, in the state and locality of Executive's principal place of 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 13), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Executive discovers that an Overpayment shall have occurredExcise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount thereof of such excess is finally determined. 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. (d) If the Total Payments would constitute an Excess parachute payment, but are less than 360% of the Base Amount, such payments shall be promptly repaid reduced to the Companylargest amount that may be paid to Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. (e) All determinations under this Section 13 shall be made by a nationally recognized accounting firm selected by Executive (the "AUDITOR"). The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment or distribution benefit received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 7(m)280G of the Code and (ii) but for this section, (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 8, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to on such taxes), including any Excise Taxresults in the receipt by Executive, imposed upon on an after-tax basis, of the Excise Tax Adjustment Payment, the Executive shall retain an greatest amount of the Excise Tax Adjustment Payment equal payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax imposed upon the PaymentsTax. (iib) All determinations Unless the Company and Executive otherwise agree in writing, any determination required to be made under this Section 7(m8 shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), including whether Excise Tax Adjustment Payment is required whose determination shall be conclusive and binding upon Executive and the amount Company for all purposes. For purposes of making the calculations required under this Section, Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such Excise Tax Adjustment Paymentinformation and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Advisor may incur in connection with any calculations contemplated by this Section. The reduction of the Payments payable hereunder, if applicable, shall be made by Deloitte & Touche LLPfirst reducing the cash payments under Section 7(d)(ii), second by reducing the Pro Rata Bonus, third by reducing COBRA reimbursement under Section 7(d)(vi) and lastly by reducing any other Payments in a manner determined by the Company, in consultation with Executive. (c) If, notwithstanding any reduction described in Section 8 (or in the absence of any such other accounting firm reduction), the Internal Revenue Service (“IRS”) determines that Executive is liable for the Excise Tax as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the application Company, within one hundred twenty (120) days after a final IRS determination, an amount of Section 4999 of such payments or benefits equal to the Code at “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the time of the initial determination hereundersmallest such amount, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment")if any, or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations as shall be required to be made hereundersurrendered or paid to the Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed on such Payments) shall be maximized. In Notwithstanding the event of an Underpaymentforegoing, the Company shall promptly determine the amount of the Underpayment that has occurred and any Repayment Amount with respect to such Underpayment Payments shall be promptly paid zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Company Payments. If the Excise Tax is not eliminated pursuant to or for this Section 8, Executive shall pay the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the CompanyExcise Tax.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment or distribution benefit received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 7(m)280G of the Code and (ii) but for this section, (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 8, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to on such taxes), including any Excise Taxresults in the receipt by Executive, imposed upon on an after-tax basis, of the Excise Tax Adjustment Payment, the Executive shall retain an greatest amount of the Excise Tax Adjustment Payment equal payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax imposed upon the PaymentsTax. (iib) All determinations Unless the Company and Executive otherwise agree in writing, any determination required to be made under this Section 7(m8 shall be made by an independent advisor designated by the Company and reasonably acceptable to Executive (“Independent Advisor”), including whether Excise Tax Adjustment Payment is required whose determination shall be conclusive and binding upon Executive and the amount Company for all purposes. For purposes of making the calculations required under this Section, the Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that the Independent Advisor shall assume that Executive pays all taxes at the highest marginal rate. The Company and Executive shall furnish to Independent Advisor such Excise Tax Adjustment Paymentinformation and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that the Independent Advisor may incur in connection with any calculations contemplated by this Section. Any reduction of the Payments payable hereunder, if applicable, shall be made by Deloitte & Touche LLPfirst reducing the cash payments under Section 7, or such second by reducing COBRA reimbursement and lastly by reducing any other accounting firm as Payments in a manner determined by the Company may designate prior Company, in consultation with Executive in accordance with Code Section 409A. (c) If Executive is determined to be entitled to a Change Reduced Amount pursuant to Section 8(a) and, notwithstanding any reduction described in this Section 8 (or in the absence of Controlany such reduction), which shall provide to the Company and Internal Revenue Service (“IRS”) determines that Executive is liable for the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except Excise Tax as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in receipt of one or more Payments, then Executive shall be obligated to surrender or pay back to the application Company, within one hundred twenty (120) days after a final IRS determination, an amount of Section 4999 of such payments or benefits equal to the Code at “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the time of the initial determination hereundersmallest such amount, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment")if any, or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations as shall be required to be made hereundersurrendered or paid to the Company so that Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed on such Payments) shall be maximized. In Notwithstanding the event of an Underpaymentforegoing, the Company shall promptly determine the amount of the Underpayment that has occurred and any Repayment Amount with respect to such Underpayment Payments shall be promptly paid zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by Executive from the Company Payments. If the Excise Tax is not eliminated pursuant to or for this Section 8, Executive shall pay the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the CompanyExcise Tax.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to the contrary notwithstanding, be received by Executive in the event that it is determined that any payment connection with a Change in Control or distribution by the Company to or for the Executive's benefit’s termination of employment, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Agreement (such payments or benefits, excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be referred to as the “Total Payments”) will be subject to an excise tax as provided for in Section 7(m4999 of the Internal Revenue Code (the “Code”) (the “Excise Tax”), the Company shall pay to Executive an additional amount no later than the due date for Executive’s tax return with respect to such Excise Tax (a "the “Gross-Up Payment")”) such that the net amount retained by the Executive, would after deduction of any Excise Tax on the Total Payments and any federal, state and local income and employment taxes and Excise Tax upon the Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive’s Base Amount, as defined in section 280G(b)(3) of the Code, the Executive shall not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Total Payments will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15section 280G(b)(4)(A) business days of the date Code, (ii) all “Excess parachute payments” within the meaning of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 section 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive’s principal place of 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 10), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 the Company Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive discovers with respect to such excess) at the time that the amount of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. (d) If the Total Payments would constitute an Overpayment excess parachute payment, but are less than 360% of the Base Amount, such payments shall be reduced to the largest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. Unless Executive shall have occurredgiven prior written notice to the Company specifying a different order, the amount thereof Company shall reduce or eliminate the payments or benefits by first reducing or eliminating the portion of the payments or benefits that are not payable in cash and then by reducing or eliminating cash payments, in each case, in reverse chronological order, starting with payments or benefits that are to be paid farthest in time from the applicable determination of the Auditor (as defined below). Any written notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any plan, agreement or arrangement governing Executive’s entitlement and rights to such payments or benefits. (e) All determinations under this Section 10 shall be promptly repaid to made by a nationally recognized accounting firm selected by the CompanyExecutive (the “Auditor”), and the Company shall pay all costs and expenses of the Auditor. The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (i) Anything herein to the contrary notwithstanding, in In the event that it the aggregate of all payments or benefits made or provided to, or that may be made or provided to, the Executive under this Agreement and under all other plans, programs and arrangements of the Company (the "Aggregate Payment") is determined that any payment or distribution by to constitute a "parachute payment," as such term is defined in Section 280G(b)(2) of the Internal Revenue Code, the Company shall pay to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant prior to the terms hereof, including but not limited to Section 7(l), or otherwise, other than time any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code or any interest or penalties ("Excise Tax") is 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"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) belowAggregate Payment, an additional payment ("Excise Tax Adjustment Payment") in an amount such that which, after payment by the Executive imposition of all applicable Federalincome and excise taxes thereon, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment is equal to the Excise Tax imposed upon on the Payments. (ii) All determinations required Aggregate Payment. The determination of whether the Aggregate Payment constitutes a parachute payment and, if so, the amount to be made under paid to the Executive and the time of payment pursuant to this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, 16 shall be made by Deloitte & Touche LLP, or such other accounting firm as an independent auditor (the Company may designate prior to a Change of Control, which shall provide to "Auditor") jointly selected by the Company and the Executive detailed supporting calculations within fifteen and paid by the Company. The Auditor shall be a nationally recognized United States public accounting firm which has not, during the two (152) business days years preceding the date of its selection, acted in any way on behalf of the date Company or any affiliate thereof. If the Executive and the Company cannot agree on the firm to serve as the Auditor, then the Executive and the Company shall each select one accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of the Executive's termination of employment. Except as hereinafter providedExcise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to the Executive under this Section 16 has been made, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior shall pay to a Change the Executive an additional amount with respect to such additional Excise Tax (and any interest and penalties thereon) at the time and in the amount determined by the Auditor so as to make the Executive whole, on an after-tax basis, with respect to such Excise Tax (and any interest and penalties thereon) and such additional amount paid by the Company. In the event the amount of Controlthe Executive's Excise Tax liability is subsequently determined to be less than the Excise Tax liability with respect to which any payment to the Executive has been made under this Section 16, the Executive shall, as soon as practical after the determination is made, pay to the Company the amount of the overpayment by the Company, reduced by the amount of any relevant taxes already paid by the Executive and not refundable, all as determined by the Auditor. The Executive and the Company shall cooperate with each other in connection with any proceeding or claim relating to the existence or amount of liability for Excise Tax, and all expenses incurred by the Executive in connection therewith shall be binding upon paid by the Company and promptly upon notice of demand from the Executive. As a result of Notwithstanding the uncertainty in foregoing, no payment under this Section 16 shall be made with respect to the application of Section 4999 of the Code at the time of the initial determination hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been payment made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid pursuant to the CompanySection 6(b) of this Agreement.

Certain Payments. The obligations of the Company pursuant to this Agreement in respect of any sum due to any Underwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by any Underwriter of any sum adjudged to be so due in such other currency, on which (i) Anything herein and only to the contrary notwithstandingextent that) such Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to such Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify such Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to such Underwriter hereunder, such Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to such Underwriter hereunder. All payments made by the Company under this Agreement, if any, will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the event receipt by each Underwriter of the amounts that it is determined that any payment or distribution would otherwise have been receivable in respect thereof. All payments made by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than under this Agreement shall be exclusive of any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise value added tax imposed by Section 4999 of the Code or any interest other tax of a similar nature (“VAT”) which is chargeable thereon and if any VAT is or penalties with becomes chargeable in respect to such excise tax (such excise tax, together with of any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Paymentpayment, the Executive Company shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and pay in addition the amount of such Excise Tax Adjustment PaymentVAT (on provision of a valid VAT invoice). If the foregoing is in accordance with your understanding, shall be made please indicate your acceptance of this Agreement by Deloitte & Touche LLPsigning in the space provided below. Very truly yours, or such other accounting firm SIGNED by Xxxx X. Xxxxx, Director, President and Chief Executive Officer, for and on behalf of Amarin Corporation plc /s/ Xxxx X. Xxxxx SIGNED by Xxxxxx X. Xxxxxxx, Executive Vice President, General Counsel and Secretary, for and on behalf of Amarin Corporation plc /s/ Xxxxxx X. Xxxxxxx Accepted as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employmentfirst written above. Except as hereinafter providedXXXXXXXXX LLC By: /s/ Xxxxx Xxxx Authorized Signatory CITIGROUP GLOBAL MARKETS INC. By: /s/ Xxxxxxxx Xxxxx Authorized Signatory Xxxxxxxxx LLC 8,018,000 Citigroup Global Markets Inc. 8,018,000 Cantor Xxxxxxxxxx & Co. 2,110,000 X.X. Xxxxxxxxxx & Co. 1,477,000 SunTrust Xxxxxxxx Xxxxxxxx, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty Inc. 1,477,000 Total 21,100,000 a. Free-Writing Prospectuses (included in the application of Section 4999 of the Code at the time of the initial determination hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"Pricing Disclosure Package), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution benefits received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement in connection with a change in ownership or control, within the meaning defined in Section 7(m280G of the Internal Revenue Code (the “Code”) (or any successor provision thereto), (a "such payments or benefits, excluding the Gross-Up Payment"), would as hereinafter defined, shall hereinafter be referred to as the “Total Payments”) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Code or any interest or penalties (the “Excise Tax”), the Company shall pay to Executive an additional amount no later than the due date for Executive’s tax return with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment (the “Gross-Up Payment"”) in an amount such that the net amount retained by Executive, after payment by deduction of any Excise Tax on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive’s Base Amount, as defined in Section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change “Auditor”, as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all “excess parachute payments” within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid deemed to pay federal income tax at the actual 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 actual marginal rate of taxation on the Separation Date net of the actual reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 to extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for the Executive's benefitlocal income or employment tax deduction). In the event that the Excise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive discovers with respect to such excess) at the time that the amount of such excess is finally determined. 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. (d) If the Total Payments would constitute an Overpayment “excess parachute payment”, but are less than 360% of the Base Amount, such payments shall be reduced to the largest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. Unless Executive shall have occurredgiven prior written notice to the Company specifying a different order, the amount thereof Company shall reduce or eliminate the payments or benefits by first reducing or eliminating the portion of the payments or benefits that are not payable in cash and then by reducing or eliminating cash payments, in each case, in reverse chronological order, starting with payments or benefits that are to be paid farthest in time from the applicable determination of the Auditor (as defined below). Any written notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any plan, agreement or arrangement governing Executive’s entitlement and rights to such payments or benefits. (e) All determinations under this Section 6 shall be promptly repaid to made by a nationally recognized accounting firm selected by Executive (the Company“Auditor”), and the Company shall pay all costs and expenses of the Auditor. The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in the event that it is determined that If any payment or distribution sum payable by the Company under this Agreement (but only with respect to the JerseyCo Transactions), the Subscription Agreement or the Option Agreement is subject to tax in the hands of an Underwriter or taken into account as a receipt in computing the taxable income of that Underwriter (excluding net income taxes on (and taxable income consisting of) underwriting commissions, underwriting discount or any other fees payable hereunder or interest), the sum payable to the Underwriter under this Agreement shall be increased to such sum as will ensure that the Underwriter shall be left with the sum it would have had if the sum payable had not been so subject to tax or taken into account. (b) All sums payable by the Company under this Agreement (but only with respect to the JerseyCo Transactions), the Subscription Agreement or the Option Agreement shall be paid without set-off or counterclaim, and free and clear of and without deduction or withholding for or on account of any present or future taxes, levies, imposts, duties, fees, assessments or other charges of whatever nature and all interest, penalties or similar liabilities with respect thereto, unless such deduction or withholding is required by law. If the Executive's benefitCompany is required by law to deduct or withhold for or on account of tax from a payment made under this Agreement (but only with respect to the JerseyCo Transactions), the Subscription Agreement or the Option Agreement (except if the payment constitutes interest), the Company shall pay such additional amounts as may be necessary so that the net amount received by the recipient of the payment is equal to the amount the recipient would have received if such deduction or withholding had not been so required. (c) If the Company makes an increased payment under paragraph (b) above and an Underwriter subsequently obtains a refund of tax or credit against tax by reason of such deduction, withholding or tax in respect of which an increased payment has been made under paragraph (b), the relevant Underwriter shall reimburse the Company as soon as reasonably practicable with an amount equal to such a proportion of that refund or credit as the relevant Underwriter determines (acting reasonably) shall leave it after such reimbursement in no better or worse position than it would have been in had there been no such deduction, withholding or tax. For the avoidance of doubt, nothing in this section 25(c) shall have the effect of requiring any Underwriter to disclose its tax affairs to any person or shall interfere with the right of any Underwriter to manage its tax affairs in whatever manner it thinks fit or shall require any Underwriter to take action to determine whether paid any tax credit or payable refund has been attained. (d) Where the Company is obliged to pay any fee, commission, underwriting discount or distributed other sum to the Representatives (on behalf of the Underwriters) or distributable to any Underwriter pursuant to the terms hereofTransaction Documents or in connection with the offer of the Securities, including but not limited and any amount in respect of VAT is properly chargeable on it, being VAT for which the Representative or Underwriter is liable to Section 7(l)account, or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would be subject the Company shall pay to the excise tax imposed by Section 4999 of recipient in addition to the Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in sum otherwise payable an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Payment, the Executive shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon VAT for which the Payments. (ii) All determinations required Representative or Underwriter is liable to be made under account. If the foregoing is in accordance with your understanding of our agreement, please sign and return to us the enclosed duplicate hereof, whereupon this Section 7(m), including whether Excise Tax Adjustment Payment is required letter and the amount of such Excise Tax Adjustment Payment, your acceptance shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to represent a Change of Control, which shall provide to binding agreement among the Company and the Executive detailed supporting calculations within fifteen (15) business days several Underwriters. Very truly yours, ENSCO PLC By: /s/ Xxxxxxxx Xxxxxx Name: Xxxxxxxx Xxxxxx Title: Senior Vice President and Chief Financial Officer hereby confirmed and accepted as of the date specified in Schedule I hereto. XXXXXXX, XXXXX & CO. By: /s/ Xxxxxx Xxxxx Name: Xxxxxx Xxxxx Title: Managing Director XXXXXX XXXXXXX & CO. LLC By: /s/ Xxxxxx Xxxxxxxxxx Name: Xxxxxx Xxxxxxxxxx Title: Managing Director For themselves and the other several Underwriters, if any, named in Schedule II to the foregoing Agreement. Underwriting Agreement dated April 14, 2016 Registration Statement No. 333-201532 Representatives: Xxxxxxx, Sachs & Co. and Xxxxxx Xxxxxxx & Co. LLC Title, Purchase Price and Description of Securities: Title: Class A Ordinary Shares, par value $0.10 per share Number of Underwritten Securities to be sold by the Executive's termination Company: 57,000,000 Number of employment. Except as hereinafter providedOption Securities to be sold by the Company: 8,550,000 Price per Share to Public: $9.25 Underwriting Discount per Share $0.3006 Closing Date, any determination by Deloitte Time and Location: April 20, 2016 at 9:30 a.m., New York City time, at Xxxxx Xxxx & Touche Xxxxxxxx LLP, or such other accounting firm as the Company may designate prior to a Change 000 Xxxxxxxxx Xxxxxx, Xxx Xxxx, XX 00000 Type of ControlOffering: Non-delayed Xxxxxxx, shall be binding upon the Company and the ExecutiveSachs & Co. 11,972,850 1,795,927 Xxxxxx Xxxxxxx & Co. LLC 11,972,850 1,795,927 Citigroup Global Markets Inc. 4,047,000 607,050 Deutsche Bank Securities Inc. 4,047,000 607,050 DNB Markets, Inc. 4,047,000 607,050 HSBC Securities (USA) Inc. 4,047,000 607,050 Xxxxxxx Lynch, Pierce, Xxxxxx & Xxxxx Incorporated 4,047,000 607,050 Xxxxx Fargo Securities, LLC 4,047,000 607,050 BNP Paribas Securities Corp. 2,924,100 438,615 Mitsubishi UFJ Securities (USA), Inc. 2,924,100 438,616 Mizuho Securities USA Inc. 2,924,100 438,615 Total 57,000,000 8,550,000 Schedule of Free Writing Prospectuses: 1. As a result Free Writing Prospectus, dated April 14, 2016 (Roadshow) Schedule of the uncertainty Free Writing Prospectuses included in the application of Section 4999 of Disclosure Package: 1. None. Other information included in the Code at the time of the initial determination hereunder, it Disclosure Package: 1. The Company is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunderselling 57,000,000 Ordinary Shares. 2. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid The price to the Companypublic per Ordinary Share is $9.25. 3. The Company has granted the Underwriters the right to purchase up to an additional 8,550,000 Ordinary Shares.

Certain Payments. (ia) Anything herein to the contrary notwithstanding, in In the event that it is determined that any payment or distribution benefit received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 7(m)280G of the Internal Revenue Code of 1986, as amended (a "Payment")the “Code”) and (ii) but for this section, would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 8, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties with respect on such taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 8 shall be made by an independent advisor designated by the Company and reasonably acceptable to the Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes. For purposes of making the calculations required under this Section, Independent Advisor may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that the Executive pays all taxes at the highest marginal rate. The Company and the Executive shall furnish to Independent Advisor such excise tax (such excise tax, together information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Advisor may incur in connection with any calculations contemplated by this Section. The reduction of the Payments payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 7(d)(iv), second by reducing the Pro Rata Bonus, third by reducing COBRA reimbursement under Section 7(d)(v) and lastly by reducing any other Payments in a manner determined by the Company, in consultation with the Executive. (c) If, notwithstanding any reduction described in Section 8 (or in the absence of any such interest and penaltiesreduction), are hereinafter collectively referred to the Internal Revenue Service (“IRS”) determines that the Executive is liable for the Excise Tax as a result of the "Excise Tax")receipt of one or more Payments, then the Executive shall be entitled obligated to receivesurrender or pay back to the Company, within fifteen (15) business 120 days following the determination described in Section 7(m)(ii) belowafter a final IRS determination, an additional payment ("Excise Tax Adjustment Payment") in an amount of such that after payment by payments or benefits equal to the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed “Repayment Amount.” The Repayment Amount with respect to such taxes)Payments shall be the smallest such amount, including any Excise Taxif any, as shall be required to be surrendered or paid to the Company so that the Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed upon on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax Adjustment Paymentimposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by the Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 8, the Executive shall retain an amount of pay the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the PaymentsTax. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to the contrary notwithstanding, be received by Executive in the event that it is determined that any payment connection with a Change in Control or distribution by the Company to or for the Executive's benefittermination of employment, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m)Agreement (such payments or benefits, (a excluding the Gross-Up Payment, as hereinafter defined, shall hereinafter be referred to as the "PaymentTotal Payments"), would ) will be subject to the an excise tax imposed by as provided for in Section 4999 of the Internal Revenue Code or any interest or penalties with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the "Code") (the "Excise Tax"), then the Company shall pay to Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment amount (the "Excise Tax Adjustment Gross-Up Payment") in an amount such that after payment the net amount retained by the Executive Executive, after deduction of all applicable Federalany Excise Tax on the Total Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of the Executive's Base Amount, as defined in section 280G(b)(3) of the Code, the Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 10(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15section 280G(b)(4)(A) business days of the date Code, (ii) all "Excess parachute payments" within the meaning of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application of Section 4999 section 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, the Executive shall be promptly paid 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, in the state and locality of Executive's principal place of 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 10), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 the Company Executive to the extent that such repayment results in a reduction in Excise Tax and/or a federal, state or for local income or employment tax deduction) plus interest on the Executive's benefitamount of such repayment at 120% of the rate provided in section 1274(b)(2)(B) of the Code. In the event that the Executive discovers that an Overpayment shall have occurredExcise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by the Executive with respect to such excess) at the time that the amount thereof of such excess is finally determined. The Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of liability for Excise Tax with respect to the Total Payments. (d) If the Total Payments would constitute an Excess parachute payment, but are less than 360% of the Base Amount, such payments shall be promptly repaid reduced to the Companylargest amount that may be paid to the Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. (e) All determinations under this Section 10 shall be made by a nationally recognized accounting firm selected by the Executive (the "Auditor"). The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (ia) Anything herein If any of the payments or benefits received or to the contrary notwithstanding, be received by Executive in the event that it is determined that any payment connection with a Change in Control or distribution by the Company to or for the Executive's benefittermination of employment, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties with respect to such excise tax Agreement (such excise taxpayments or benefits, together with any such interest and penaltiesexcluding the Gross-Up Payment, are as hereinafter collectively defined, shall hereinafter be referred to as the "Excise TaxTOTAL PAYMENTS") will be subject to an excise tax as provided for in Section 4999 of the Internal Revenue Code (the "CODE") (the "EXCISE TAX"), then the Company shall pay to Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment amount (the "GROSS-UP PAYMENT") such that the net amount retained by Executive, after deduction of any Excise Tax Adjustment Payment") in an amount such that after payment by on the Executive of all applicable FederalTotal Payments and any federal, state and local income and employment taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed Tax upon the Excise Tax Adjustment Gross-Up Payment, shall be equal to the Total Payments; provided, however, that if the Total Payments are less than 360% of Executive's Base Amount, as defined in Section 280G(b)(3) of the Code, Executive shall retain an amount not be entitled to the Gross-Up Payment, and the Total Payments shall be reduced as provided for in Section 14(d) below. (b) For purposes of determining whether any of the Excise Tax Adjustment Payment equal Total Payments will be subject to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment PaymentTax, (i) all of the Total Payments shall be made 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 Deloitte & Touche LLP, or such other the accounting firm acting as the Company may designate prior to a Change "Auditor", as defined below, such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15Section 280G(b)(4)(A) business days of the date of Code, (ii) all "Excess parachute payments" within the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the Executive. As a result of the uncertainty in the application meaning of Section 4999 280G(b)(1) of the Code at shall be treated as subject to the time 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 initial determination hereunderCode) in excess of the Base Amount allocable to such reasonable compensation, it is possible that or are otherwise not subject to the Excise Tax, and (xiii) Excise Tax Adjustment Payments which should have been made will not have been made the value of any noncash benefits or any deferred payment or benefit shall be determined by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent Auditor in accordance with the calculations required to be made hereunderprinciples of Sections 280G(d)(3) and (4) of the Code. In the event For purposes of an Underpayment, the Company shall promptly determine determining the amount of the Underpayment that has occurred and any such Underpayment Gross-Up Payment, Executive shall be promptly paid by deemed to pay federal income tax at the Company highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to or for be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's benefitresidence or, if higher, in the state and locality of Executive's principal place of 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), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. (c) In the event that the Excise Tax is finally determined to be less than the amount taken into account hereunder in calculating the Gross-Up Payment, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the Gross-Up Payment attributable to such reduction (including 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 a reduction in Excise Tax and/or a federal, state or local income or employment tax deduction) plus interest on the amount of such repayment at 120% of the rate provided in Section 1274(b)(2)(B) of the Code. In the event that the Executive discovers that an Overpayment shall have occurredExcise Tax is determined to exceed the amount taken into account hereunder in calculating the Gross-Up Payment (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest, penalties or additions payable by Executive with respect to such excess) at the time that the amount thereof of such excess is finally determined. 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. (d) If the Total Payments would constitute an Excess parachute payment, but are less than 360% of the Base Amount, such payments shall be promptly repaid reduced to the Companylargest amount that may be paid to Executive without the imposition of the Excise Tax or the disallowance as deductions to the Company under Section 280G of the Code of any such payments. (e) All determinations under this Section 14 shall be made by a nationally recognized accounting firm selected by Executive (the "AUDITOR"). The Company shall cooperate in good faith in making such determinations and in providing the necessary information for this purpose.

Certain Payments. (i) Anything herein The obligations of the Company pursuant to this Agreement in respect of any sum due to the contrary notwithstandingUnderwriter shall, notwithstanding any judgment in a currency other than United States dollars, not be discharged until the first business day, following receipt by the Underwriter of any sum adjudged to be so due in such other currency, on which (and only to the extent that) the Underwriter may in accordance with normal banking procedures purchase United States dollars with such other currency; if the United States dollars so purchased are less than the sum originally due to the Underwriter hereunder, the Company agrees, as a separate obligation and notwithstanding any such judgment, to indemnify the Underwriter against such loss. If the United States dollars so purchased are greater than the sum originally due to the Underwriter hereunder, the Underwriter agrees to pay to the Company an amount equal to the excess of the dollars so purchased over the sum originally due to the Underwriter hereunder. All payments made by the Company under this Agreement, if any, will be made without withholding or deduction for or on account of any present or future taxes, duties, assessments or governmental charges of whatever nature unless the Company is or becomes required by law to withhold or deduct such taxes, duties, assessments or other governmental charges. In such event, the Company will pay such additional amounts as will result, after such withholding or deduction, in the event receipt by the Underwriter of the amounts that it is determined that any payment or distribution would otherwise have been receivable in respect thereof. All payments made by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than under this Agreement shall be exclusive of any payment pursuant to this Section 7(m), (a "Payment"), would be subject to the excise value added tax imposed by Section 4999 of the Code or any interest other tax of a similar nature (“VAT”) which is chargeable thereon and if any VAT is or penalties with becomes chargeable in respect to such excise tax (such excise tax, together with of any such interest and penalties, are hereinafter collectively referred to as the "Excise Tax"), then the Executive shall be entitled to receive, within fifteen (15) business days following the determination described in Section 7(m)(ii) below, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Excise Tax Adjustment Paymentpayment, the Executive Company shall retain an amount of the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the Payments. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and pay in addition the amount of such Excise Tax Adjustment PaymentVAT (on provision of a valid VAT invoice). If the foregoing is in accordance with your understanding, shall be made please indicate your acceptance of this Agreement by Deloitte & Touche LLPsigning in the space provided below. Very truly yours, or such other accounting firm SIGNED by Xxxx X. Xxxxx, Director, President and Chief Executive Officer, for and on behalf of Amarin Corporation plc /s/ Xxxx X. Xxxxx SIGNED by Xxxxxx X. Xxxxxxx, Executive Vice President, General Counsel and Secretary, for and on behalf of Amarin Corporation plc /s/ Xxxxxx X. Xxxxxxx Accepted as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employmentfirst written above. Except as hereinafter provided, any determination by Deloitte CANTOR XXXXXXXXXX & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, shall be binding upon the Company and the ExecutiveCO. As a result of the uncertainty By: /s/ Xxxx Xxxxx Authorized Signatory a. Free-Writing Prospectuses (included in the application of Section 4999 of the Code at the time of the initial determination hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"Pricing Disclosure Package), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. (ia) Anything herein Notwithstanding any other provision of this Agreement or any other plan, arrangement or agreement to the contrary notwithstandingcontrary, in the event that it is determined that any payment or distribution benefit received or to be received by the Company to or for the Executive's benefit, whether paid or payable or distributed or distributable pursuant to the terms hereof, including but not limited to Section 7(l), or otherwise, other than any payment Executive pursuant to this Agreement or otherwise (“Payments”) would (i) constitute a “parachute payment” within the meaning of Section 7(m)280G of the Internal Revenue Code of 1986, as amended (a "Payment")the “Code”) and (ii) but for this section, would be subject to the excise tax imposed by Section 4999 of the Code Code, any successor provisions, or any comparable federal, state, local or foreign excise tax (“Excise Tax”), then, subject to the provisions of this Section 7, such Payments shall be either (A) provided in full pursuant to the terms of this Agreement or any other applicable agreement, or (B) provided as to such lesser extent which would result in no portion of such Payments being subject to the Excise Tax (“Reduced Amount”), whichever of the foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (including, without limitation, any interest or penalties with respect on such taxes), results in the receipt by the Executive, on an after-tax basis, of the greatest amount of payments and benefits provided for hereunder or otherwise, notwithstanding that all or some portion of such Payments may be subject to the Excise Tax. (b) Unless the Company and the Executive otherwise agree in writing, any determination required under this Section 7 shall be made by an independent advisor designated by the Company and reasonably acceptable to the Executive (“Independent Advisor”), whose determination shall be conclusive and binding upon the Executive and the Company for all purposes; provided that each party may have a reasonable opportunity to challenge such excise tax (determinations. For purposes of making the calculations required under this Section, Independent Advisor shall make use of reasonable mitigation techniques, including making reasonable exclusions for certain amounts as consideration for applicable restrictive covenants, and may make reasonable assumptions and approximations concerning applicable taxes and rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code; provided that Independent Advisor shall assume that the Executive pays all taxes at the highest marginal rate. The Company and the Executive shall furnish to Independent Advisor such excise tax, together information and documents as Independent Advisor may reasonably request in order to make a determination under this Section. The Company shall bear all costs that Independent Advisor may incur in connection with any calculations contemplated by this Section and shall use its best efforts to defend the calculations of the Independent Advisor if they are challenged by the Internal Revenue Service (“IRS”). The reduction of the Payments payable hereunder, if applicable, shall be made by first reducing the cash payments under Section 6(d)(ii), second by reducing the Pro Rata Bonus, third by reducing COBRA reimbursement under Section 6(d)(v) and lastly by reducing any other Payments in a manner determined by the Company, in consultation with the Executive. (c) If, notwithstanding any reduction described in Section 7 (or in the absence of any such interest and penaltiesreduction), are hereinafter collectively referred to the IRS determines that the Executive is liable for the Excise Tax as a result of the "Excise Tax")receipt of one or more Payments, then the Executive shall be entitled obligated to receivesurrender or pay back to the Company, within fifteen (15) business 120 days following the determination described in Section 7(m)(ii) belowafter a final IRS determination, an additional payment ("Excise Tax Adjustment Payment") in an amount of such that after payment by payments or benefits equal to the Executive of all applicable Federal, state and local taxes (computed at the maximum marginal rates and including any interest or penalties imposed “Repayment Amount.” The Repayment Amount with respect to such taxes)Payments shall be the smallest such amount, including any Excise Taxif any, as shall be required to be surrendered or paid to the Company so that the Executive’s net proceeds with respect to such Payments (after taking into account the payment of the excise tax imposed upon on such Payments) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax Adjustment Paymentimposed on such Payments or if a Repayment Amount of more than zero would not maximize the net amount received by the Executive from the Payments. If the Excise Tax is not eliminated pursuant to this Section 7, the Executive shall retain an amount of pay the Excise Tax Adjustment Payment equal to the Excise Tax imposed upon the PaymentsTax. (ii) All determinations required to be made under this Section 7(m), including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Payment, shall be made by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, which shall provide to the Company and the Executive detailed supporting calculations within fifteen (15) business days of the date of the Executive's termination of employment. Except as hereinafter provided, any determination by Deloitte & Touche LLP, or such other accounting firm as the Company may designate prior to a Change of Control, 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 hereunder, it is possible that (x) Excise Tax Adjustment Payments which should have been made will not have been made by the Company ("Underpayment"), or (y) certain Payments will have been made which should not have been made ("Overpayment"), consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company.

Certain Payments. Contingent upon and subject to the occurrence of the Effective Date and the consummation of the Merger: (a) The Company shall make the following payments to you, in lieu of any further Company obligations to you under Sections 3 and 5 of the Employment Letter Agreement: (i) Anything herein A payment in the amount of Twenty-Two Million Dollars ($22,000,000) in cash by wire transfer of immediately available funds, to the contrary notwithstandingaccount designated by you in a written notice to the Company prior to the date of such payment, shall be made on July 1, 2009; (ii) A payment in the event that it is determined that any payment or distribution amount of Eight Million Dollars ($8,000,000) in cash, to be paid by the Company on January 2, 2009, by wire transfer of immediately available funds to or the account designated by you in a written notice to the Company prior to the date of such payment, which payment shall be in lieu of any annual bonus for the Executive's benefit, whether paid or payable or distributed or distributable 2008 pursuant to Section 3(b) of the terms hereof, including but not limited to Section 7(l), or otherwise, other than any Employment Letter Agreement; and (iii) A payment pursuant to this Section 7(m), (a "Payment"), would be subject equal to the excise tax imposed by sum of (A) the amount of any expenses incurred through the Effective Date required to be reimbursed under Section 4999 3(d) of the Code or any interest or penalties with respect to such excise tax Employment Letter Agreement, plus (such excise taxB) the amount of your accrued but unpaid Base Salary (as defined in Section 3(a) of the Employment Letter Agreement) through the Effective Date, together with any such interest and penalties, are hereinafter collectively referred to as provided in Section 3(a) of the "Excise Tax"), then the Executive Employment Letter Agreement. (b) You shall be entitled to receiveany other payments, within fifteen (15) business days following the determination described entitlements and benefits, if any, in Section 7(m)(ii) belowaccordance with applicable plans, an additional payment ("Excise Tax Adjustment Payment") in an amount such that after payment by the Executive of all applicable Federalprograms, state and local taxes (computed at the maximum marginal rates and including arrangements of, or any interest or penalties imposed with respect to such taxes)agreement, including the Employment Letter Agreement, with, Historic General Maritime or any Excise Tax, imposed upon other member of the Excise Tax Adjustment Payment, the Executive shall retain an GenMar Group. (c) The aggregate amount of the Excise Tax Adjustment Payment equal outstanding loan made by Historic General Maritime to you shall become due and payable as of the Excise Tax imposed upon the PaymentsEffective Date. (d) Each of the restricted stock grant agreements between you and Historic General Maritime listed below (collectively, as they may be amended from time to time, the “Grant Agreements”) shall be amended to delete therefrom Section 16 (“Excise Tax”) thereof in its entirety, with no further action required by you, Historic General Maritime or the Company, with each such amendment to be effective as of the Effective Date: (i) Restricted Stock Grant Agreement, dated November 26, 2002; Xxxxx X. Xxxxxxxxxxxxx October 24, 2008 Page 4 (ii) All determinations required to be made under this Section 7(m)Restricted Stock Grant Agreement, including whether Excise Tax Adjustment Payment is required and the amount of such Excise Tax Adjustment Paymentdated February 9, shall be made by Deloitte & Touche LLP2005; (iii) Restricted Stock Grant Agreement, or such other accounting firm as the Company may designate prior to a Change of Controldated April 6, which shall provide to the Company and the Executive detailed supporting calculations within fifteen 2005; (15iv) business days of the date of the Executive's termination of employment. Except as hereinafter providedRestricted Stock Grant Agreement, any determination by Deloitte & Touche LLPdated December 21, or such other accounting firm as the Company may designate prior to a Change of Control2005; (v) Restricted Stock Grant Agreement, 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 hereunderdated December 18, it is possible that 2006; (xvi) Excise Tax Adjustment Payments which should have been made will not have been made by the Company Restricted Stock Grant Agreement, dated April 2, 2007; and ("Underpayment")vii) Restricted Stock Grant Agreement, or (y) certain Payments will have been made which should not have been made ("Overpayment")dated December 21, consistent with the calculations required to be made hereunder. In the event of an Underpayment, the Company shall promptly determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the Executive's benefit. In the event that the Executive discovers that an Overpayment shall have occurred, the amount thereof shall be promptly repaid to the Company2007.