Common use of Certain Reduction of Payments by the Company Clause in Contracts

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by the Certified Public Accountants X X Xxxxxxxx, CPA, LLC or, at the Executive's option, any other nationally or regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (i) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive’s employment or such earlier time as is requested by the Company, and (ii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 16, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 16 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 16 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) ” shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate aggregate present Value value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4280G (d) (4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to 30 days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his or her election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to In the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether that it is determined that any payment or distribution by the Company to the Executive or for the benefit of the Executive (Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option or restricted stock or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) ), would more likely than not be nondeductible subject to the excise tax imposed by Section 4999 of the Company for Federal income purposes because Code (or any successor provision thereto), by reason of being considered “contingent on a change in the ownership or effective control” of the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986(or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as amended (the “CodeExcise Tax”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) Payment shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said in a manner determined by the Company to be $1.00 less than three (3) times the Executive’s base amount (as defined in Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine so that any Payment would more likely than not be nondeductible by the Company because of Section 280G no portion of the CodePayment shall be subject to the Excise Tax, provided that the Company shall promptly give make such reduction only if such reduction would effect, on an after-tax basis, a Payment that is greater than the Executive notice to Payment that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall would be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If made if no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such electionreduction were effected. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and The Executive shall be made within 20 business days of a termination of employment of Executive. With permitted to provide the consent Company with written notice specifying which of the Executive, the Company may suspend part Payments will be subject to reduction or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeelimination; provided, however, that no amount shall be payable by Executive to the Company in and for extent that the extent Executive’s ability to exercise such payment authority would not reduce the amount which is cause any Payment to become subject to taxation under any taxes or penalties pursuant to Section 4999 409A, or if the Executive does not provide the Company with any such written notice, the Company shall reduce or eliminate the Payments by first reducing or eliminating the portion of the CodePayments that are payable in cash and then by reducing or eliminating the non-cash portion of the Payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time. In Except as set forth in the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurredpreceding sentence, any such Underpayment shall be promptly paid notice given by the Company Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or for agreement governing the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the CodeExecutive’s rights and entitlements to any benefits or compensation.

Certain Reduction of Payments by the Company. a. a) Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. b) If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. c) As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. . b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. . c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code. 13.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, event the independent accounting firm then used by the Company or such other nationally recognized certified public accountants of accounting firm as may be designated by the Company immediately prior to a Change of Control Executive (the “Certified Public AccountantsAccounting Firm”) shall determine as promptly as practical and in any event within 20 business days following the termination that receipt of employment of Executive whether any payment all payments, distributions or distribution benefits provided by the Company or the affiliated companies in the nature of compensation to or for the benefit of the Executive (Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) ), would more likely than not be nondeductible by subject the Company for Federal income purposes because of Executive to the excise tax under Section 280G 4999 of the Internal Revenue Code Code, the Accounting Firm shall determine whether to reduce any of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts Payments paid or payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced (but not below zero) to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. For purposes If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of this paragraphaggregate Payments if the Executive’s Agreement Payments were so reduced, the “Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Codethereof. All determinations made by the Certified Public Accountants Accounting Firm under this Section 10 shall be binding upon the Company and the Executive and shall be made within 20 business as soon as reasonably practicable and in no event later than fifteen (15) days following the Date of a termination Termination. For purposes of employment of Executive. With reducing the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due Agreement Payments to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the CompanyReduced Amount, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such only amounts as are then due to Executive payable under this Agreement (and no other Payments) shall promptly pay to or distribute for be reduced. The reduction hereunder of the benefit of Executive amounts payable, if applicable, shall be made by reducing the Payments in the future following order to the extent such amounts Payments have not already been made at the time the reductions hereunder have become applicable: (i) the Payment with the higher ratio of the parachute payment value (as become due determined for purposes of Code Section 280G) to Executive under this Agreementpresent economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a Payment with a lower ratio; (ii) the Payment with the later possible payment date shall be reduced or eliminated before a Payment with an earlier payment date; and (iii) cash Payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the Payments on the basis of the relative present value of the Payments. All fees and expenses of the Accounting Firm shall be borne solely by the Company. c. (c) As a result of the uncertainty in the application of Section 280G 4999 of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may amounts will have been made paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been made so paid or distributed (“Overpayment”) or that additional Agreement Payments amounts which will have not been made paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been made so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, success determines that an Overpayment has been made, the Executive shall pay any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the CodeInterest; provided, however, that no amount shall be payable by the Executive to the Company in if and for to the extent such payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at Interest. (d) For purposes hereof, the applicable Federal rate provided for in Section 7872(f)(2)(A) of following terms have the Code.meanings set forth below:

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. . b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive Any amount which is not paid in the future such amounts taxable year in which it was originally scheduled to be paid as become due to Executive under this Agreement. c. As a result of the uncertainty postponement thereof pursuant hereto shall be payable in the application next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount all postponed payments shall be payable by Executive to the Company placed in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to a Rabbi trust or similar vehicle for the benefit of the Executive together with interest at in such a way that the applicable Federal rate provided for in Section 7872(f)(2)(A) amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the Codepayment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstandingIf, prior to the payment of any lump sum amount payable hereunder, the certified public accountants notwithstanding such agreement and understanding of the Company immediately prior parties, it is ultimately established, pursuant to a Change final determination of Control a court or an Internal Revenue Service proceeding which has been finally and conclusively resolved (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit such case, a “Final Determination”), that some portion of the Executive (whether Termination Payment paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 2 hereof constitutes an excess parachute payment under Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value Manager and/or any of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement its service providers that are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment deemed to be nondeductible by the Company because of said disqualified individuals who received excess parachute payments under Section 280G of the Code (each, a “Recipient”) shall be obligated to pay back to the Parent, as successor to the Company, or, if such Recipient is or was a service provider to the Manager, such Recipient shall be obligated to pay back to the Manager who shall, in turn, be obligated to pay such amounts received to Parent, as successor to the Company, a portion of such payments equal to the Repayment Amount within 30 days of such Final Determination. The “Repayment Amount” shall be the smallest such amount, if any, as shall be required to be repaid to the Parent, as successor to the Company, so that such Recipient’s net after-tax proceeds (after taking into account the payment of the excise tax imposed pursuant to Section 4999 of the Code (the “Excise Tax”) and all other taxes imposed on the Termination Payment) shall be maximized, and shall include interest at the applicable Federal rate, as determined under Section 1274 of the Code. b. . If under paragraph (a) of the Excise Tax is not eliminated pursuant to this section Section 5, such Recipient shall pay the Certified Public Accountants determine that applicable Excise Tax. Notwithstanding anything herein to the contrary, the Manager, the Recipients, the Company, and Parent, as successor to the Company, agree to work together and use commercially reasonable efforts to address any Payment would more likely than not be nondeductible by the Company because potential effects of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect including, without limitation (and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the ExecutiveManager’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is engaging a third-party valuation expert to help demonstrate that any payments made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall to be made within 20 business days of to a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or Recipient should be considered “reasonable compensation” for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application purposes of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive Any amount which is not paid in the future such amounts taxable year in which it was originally scheduled to be paid as become due to Executive under this Agreement. c. As a result of the uncertainty postponement thereof pursuant hereto shall be payable in the application next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount all postponed payments shall be payable by Executive to the Company placed in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to a Rabbi trust or similar vehicle for the benefit of the Executive together with interest at in such a way that the applicable Federal rate provided for in Section 7872(f)(2)(A) amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the Codepayment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by the Certified Public Accountants Reno, Nevada office of Xxxx Xxxxxx and Company, LLC or, at the Executive's option, any other nationally or regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (i) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive’s employment or such earlier time as is requested by the Company, and (ii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 16, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 16 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 16 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by the Certified Public Accountants Orlando, Florida office of Xxxx Xxxxxx and Company, LLC or, at the Executive's option, any other nationally or regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (i) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive’s employment or such earlier time as is requested by the Company, and (ii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 16, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 16 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 16 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement 22.1 Notwithstanding anything contained herein to the contrary notwithstandingcontrary, prior to the payment of any lump sum amount payable hereunder, the certified public accountants in respect of any portion of the Company immediately prior Option that vests pursuant to a Change of Control (the “Certified Public Accountants”Section 3.4(d) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution hereof, an independent national accounting firm designated by the Company (the "Accounting Firm") shall compute whether there would be any "excess parachute payments" payable to or for Executive, within the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then taking into account the aggregate present value of amounts payable or distributable to or for total "parachute payments," within the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because meaning of Section 280G of the Code, payable to Executive by the Company shall promptly give the Executive notice to that effect or any successor thereto under this Agreement and a copy of the detailed calculation thereof and of the Reduced Amountany other plan, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated agreement or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of noticeotherwise. If no such election is made by the Executive within such 20-day periodthere would be any excess parachute payments, the Company may elect which and how much of Accounting Firm will compute the Agreement Payments shall be eliminated or reduced (as long as after such election net after-tax proceeds to Executive, taking into account the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the "base amount" as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the payments hereunder were not reduced. All determinations made If reducing the payments hereunder would result in a greater after-tax amount to Executive, such lesser amount shall be paid to Executive. If not reducing the payments hereunder would result in a greater after-tax amount to Executive, such payments shall not be reduced. The determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due subject to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit application of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this AgreementSection 22.2 hereof. c. 22.2 As a result of the uncertainty in the application of Section Sections 280G of the Code, it is possible that Agreement Payments may have been made excess parachute payments will be paid when such payment would result in a lesser after-tax amount to Executive; this is not the intent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as an overpayment by the Company which should not to Executive. Executive will return the overpayment to the Company, within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been made (“Overpayment”) or that additional Agreement Payments which will have paid when not been made by the Company could have been made (“Underpayment”)so intended, in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at an annual rate equal to the applicable Federal rate provided for in Section 7872(f)(2)(A1274(d) of the Code; provided, however, Code (or 120% of such rate if the Accounting Firm determines that no amount shall be payable by Executive such rate is necessary to the Company in and for the extent such payment would not reduce the amount which is subject to taxation avoid an excise tax under Section 4999 of the Code. In ) from the event that date Executive received the Certified Public Accountantsexcess until it is repaid to the Company. 22.3 All fees, based upon controlling precedentcosts and expenses (including, determine that an Underpayment has occurredbut not limited to, any such Underpayment the cost of retaining experts) of the Accounting Firm shall be promptly paid borne by the Company and the Company shall pay such fees, costs, and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to or for Executive in the benefit year of receipt of the payments, unless Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeagrees otherwise.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) ), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by the Certified Public Accountants Orlando, Florida office of Teddar, James, Xxxxxx & Associates, P.A. or, at the Executive’s option, any other nationally or regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the “Accounting Firm”), which shall provide (i) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive’s employment or such earlier time as is requested by the Company, and (ii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 16, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 16 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 16 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will not have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by the Certified Public Accountants X X Xxxxxxxx, CPA, LLC or, at the Executive's option, any other nationally or regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (i) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive’s employment or such earlier time as is requested by the Company, and (ii) an opinion to the Executive that he has substantial authority not to report any excise tax on her Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 16, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 16 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 16 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”") would more likely than not be nondeductible subject to the excise tax ("Excise Tax") imposed by the Company for Federal income purposes because of Section 280G section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to if such reduction would result in the reduced Amount. For purposes Executive retaining a larger amount, after-taxes, including the Excise Tax, than if the Executive received all of this paragraphthe Agreement Payments, the “Reduced Amount” shall be an amount expressed in present value which maximizes and the aggregate present value of the Payments other than Agreement Payments without causing any Payment ("Other Payments") shall also be reduced (but not below zero) if such reduction would result in the Executive retaining a larger amount after taxes, including the Excise Tax, than if the Executive received all of the Other Payments. All determinations required to be nondeductible made under this Section 8 shall be made by the Company because of said Section 280G of Company's independent auditors (the Code. b. If under paragraph (a"Accounting Firm") of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by which shall provide detailed supporting calculations both to the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in within fifteen (15) business days of the Date of Termination of employment of the Executive or such earlier time as is requested by the Company. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive’s sole discretion, . The Executive shall determine which and how much of the Agreement Payments or Other Payments, as the case may be, shall be eliminated or reduced consistent with the requirements of this Section 8, provided that, if the Executive does not make such determination within ten (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 10) business days of the receipt of notice. If no such election is the calculations made by the Executive within such 20-day periodAccounting Firm, the Company may shall elect which and how much of the Agreement Payments Payment or Other Payments, as the case may be, shall be eliminated or reduced (as long as after such election consistent with the Aggregate present Value requirements of the Agreement Payments equals the Reduced Amount) this Section 8 and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4Within five (5) of business days after the Code. All determinations made determination by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunderapplicable, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in the future such amounts amounts, if any, as become due to the Executive under this Agreement. c. . As a result of the uncertainty in the application of Section section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments or Other Payments, as the case may be, will have been made by the Company which should not have been made (“an "Overpayment”") or that additional Agreement Payments or Other Payments, as the case may be, which will have not been made by the Company could have been made (“an "Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 1274(c) of the CodeCode (the "Applicable Federal Rate"); provided, however, that no amount shall be payable by the Executive to the Company in (or if paid by the Executive to the Company shall be returned to the Executive) if and for to the extent such payment would not reduce the amount which is subject to taxation under Section section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Applicable Federal rate provided for in Section 7872(f)(2)(ARate; provided, however, that no amount shall be payable by the Executive to the Company (or if paid by the Executive to the Company shall be returned to the Executive) if and to the extent such payment would not reduce the amount which is subject to taxation under section 4999 of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement (i) Notwithstanding anything contained herein to the contrary notwithstandingcontrary, prior to the payment of any lump sum amount payable hereunderamounts pursuant to Section 9(d) hereof, the certified public accountants of an independent national accounting firm designated by the Company immediately prior to a Change of Control (the “Certified Public AccountantsAccounting Firm”) shall determine as promptly as practical and in compute whether there would be any event “excess parachute payments” payable to Executive, within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then taking into account the aggregate present value of amounts payable or distributable to or for total “parachute payments,” within the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because meaning of Section 280G of the Code, payable to Executive by the Company shall promptly give the Executive notice to that effect or any successor thereto under this Agreement and a copy of the detailed calculation thereof and of the Reduced Amountany other plan, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated agreement or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of noticeotherwise. If no such election is made by the Executive within such 20-day periodthere would be any excess parachute payments, the Company may elect which and how much of Accounting Firm will compute the Agreement Payments shall be eliminated or reduced (as long as after such election net after-tax proceeds to Executive, taking into account the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the “base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the payments hereunder were not reduced. All determinations made If reducing the payments hereunder would result in a greater after-tax amount to Executive, such lesser amount shall be paid to Executive. If not reducing the payments hereunder would result in a greater after-tax amount to Executive, such payments shall not be reduced. The determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due subject to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may beapplication of Section 9(k)(ii) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreementhereof. c. (ii) As a result of the uncertainty in the application of Section Sections 280G of the Code, it is possible that Agreement Payments may have been made excess parachute payments will be paid when such payment would result in a lesser after-tax amount to Executive; this is not the intent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as an overpayment by the Company which should not to Executive. Executive will return the overpayment to the Company, within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been made (“Overpayment”) or that additional Agreement Payments which will have paid when not been made by the Company could have been made (“Underpayment”)so intended, in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at an annual rate equal to the applicable Federal rate provided for in Section 7872(f)(2)(A1274(d) of the Code; provided, however, Code (or 120% of such rate if the Accounting Firm determines that no amount shall be payable by Executive such rate is necessary to the Company in and for the extent such payment would not reduce the amount which is subject to taxation avoid an excise tax under Section 4999 of the Code. In ) from the event that date Executive received the Certified Public Accountantsexcess until it is repaid to the Company. (iii) All fees, based upon controlling precedentcosts and expenses (including, determine that an Underpayment has occurredbut not limited to, any such Underpayment the cost of retaining experts) of the Accounting Firm shall be promptly paid borne by the Company and the Company shall pay such fees, costs, and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to or for Executive in the benefit year of receipt of the payments, unless Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeagrees otherwise.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal federal income tax purposes because of Section 280G 28OG of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G 28OG of the Code. b. If under paragraph (a) of . Anything in this section Agreement to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for federal income tax purposes because of Section 28OG of the Code. then the aggregate present value of Payments, which are not Agreement Payments, shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G 28OG of the Code. For purposes of this Section 11, present value shall be determined in accordance with Section 28OG(d)(4) of the Code. All determinations required to be made under this Section 11 shall be made by the Company's independent certified public accountant (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in within 15 business days of the Date of Termination. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive’s sole discretion, . The Executive shall determine which and how much of the Agreement Payments (or, at the election of the Executive, other Payments) shall be eliminated or reduced (as long as after consistent with the requirements of this Section 11 provided, that if the Executive does not make such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election determination within 20 ten business days of the receipt of notice. If no such election is the calculations made by the Executive within such 20-day periodAccounting Firm, the Company may shall elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election consistent with the Aggregate present Value requirements of the Agreement Payments equals the Reduced Amount) this Section 11 and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 Within five business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunderthereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.the

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) ), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive Any amount which is not paid in the future such amounts taxable year in which it was originally scheduled to be paid as become due to Executive under this Agreement. c. As a result of the uncertainty postponement thereof pursuant hereto shall be payable in the application next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount all postponed payments shall be payable by Executive to the Company placed in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to a Rabbi trust or similar vehicle for the benefit of the Executive together with interest at in such a way that the applicable Federal rate provided for in Section 7872(f)(2)(A) amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the Codepayment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder.

Certain Reduction of Payments by the Company. a. Anything in this Agreement (a) Notwithstanding anything contained herein to the contrary notwithstandingcontrary, prior to the payment of any lump sum amount payable hereunderamounts pursuant to Section 2(a) hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution an independent national accounting firm designated by the Company (the "Accounting Firm") shall compute whether there would be any "excess parachute payments" payable to or for Executive, within the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then taking into account the aggregate present value of amounts payable or distributable to or for total "parachute payments," within the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because meaning of Section 280G of the Code, payable to Executive by the Company shall promptly give the Executive notice to that effect or any successor thereto under this Agreement and a copy of the detailed calculation thereof and of the Reduced Amountany other plan, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated agreement or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of noticeotherwise. If no such election is made by the Executive within such 20-day periodthere would be any excess parachute payments, the Company may elect which and how much of Accounting Firm will compute the Agreement Payments shall be eliminated or reduced (as long as after such election net after-tax proceeds to Executive, taking into account the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the "base amount" as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the payments hereunder were not reduced. All determinations made If reducing the payments hereunder would result in a greater after-tax amount to Executive, such lesser amount shall be paid to Executive. If not reducing the payments hereunder would result in a greater after-tax amount to Executive, such payments shall not be reduced. The determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due subject to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may beapplication of Section 3(b) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreementhereof. c. (b) As a result of the uncertainty in the application of Section Sections 280G of the Code, it is possible that Agreement Payments may have been made excess parachute payments will be paid when such payment would result in a lesser after-tax amount to Executive; this is not the intent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as an overpayment by the Company which should not to Executive. Executive will return the overpayment to the Company, within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been made (“Overpayment”) or that additional Agreement Payments which will have paid when not been made by the Company could have been made (“Underpayment”)so intended, in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at an annual rate equal to the applicable Federal rate provided for in Section 7872(f)(2)(A1274(d) of the Code; provided, however, Code (or 120% of such rate if the Accounting Firm determines that no amount shall be payable by Executive such rate is necessary to the Company in and for the extent such payment would not reduce the amount which is subject to taxation avoid an excise tax under Section 4999 of the Code. In ) from the event that date Executive received the Certified Public Accountantsexcess until it is repaid to the Company. (c) All fees, based upon controlling precedentcosts and expenses (including, determine that an Underpayment has occurredbut not limited to, any such Underpayment the cost of retaining experts) of the Accounting Firm shall be promptly paid borne by the Company and the Company shall pay such fees, costs, and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to or for Executive in the benefit year of receipt of the payments, unless Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeagrees otherwise.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”) " shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate aggregate present Value value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4280G (d) (4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to 30 days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, event the independent accounting firm then used by the Company or such other nationally recognized certified public accountants of accounting firm as may be designated by the Company immediately prior to a Change of Control Executive (the “Certified Public AccountantsAccounting Firm”) shall determine as promptly as practical and in any event within 20 business days following the termination that receipt of employment of Executive whether any payment all payments or distribution distributions by the Company or the affiliated companies in the nature of compensation to or for the benefit of the Executive (Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) ), would more likely than not be nondeductible by subject the Company for Federal income purposes because of Executive to the excise tax under Section 280G 4999 of the Internal Revenue Code Code, the Accounting Firm shall determine whether to reduce any of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts Payments paid or payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced (but not below zero) to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. For purposes If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of this paragraphaggregate Payments if the Executive’s Agreement Payments were so reduced, the “Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Codethereof. All determinations made by the Certified Public Accountants Accounting Firm under this Section 9 shall be binding upon the Company and the Executive and shall be made within 20 business as soon as reasonably practicable and in no event later than fifteen (15) days following the Date of a termination Termination. For purposes of employment of Executive. With reducing the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due Agreement Payments to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the CompanyReduced Amount, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such only amounts as are then due to Executive payable under this Agreement (and no other Payments) shall promptly pay to or distribute for be reduced. The reduction of the benefit of Executive amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits under the following sections in the future such amounts as become due to Executive under this Agreementfollowing order: (i) Section 6(a)(i)(B), (ii) Section 6(a)(i)(C), (iii) Section 6(a)(i)(A)(5) and (iv) Section 6(a)(ii). All fees and expenses of the Accounting Firm shall be borne solely by the Company. c. (c) As a result of the uncertainty in the application of Section 280G 4999 of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may amounts will have been made paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been made so paid or distributed (“Overpayment”) or that additional Agreement Payments amounts which will have not been made paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been made so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, success determines that an Overpayment has been made, the Executive shall pay any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the CodeInterest; provided, however, that no amount shall be payable by the Executive to the Company in if and for to the extent such payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than 60 days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at Interest. (d) For purposes hereof, the applicable Federal rate provided for in Section 7872(f)(2)(A) of following terms have the Code.meanings set forth below:

Certain Reduction of Payments by the Company. a. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, prior in the event that it is determined that any payment or distribution required to the payment of any lump sum amount payable hereunder, the certified public accountants of be made by the Company immediately prior to ANDERS following a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment under Sections 3.5.2 or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) 3.7 herein (a “"Change of Control Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” ." The Reduced Amount shall be the greater of (i) an amount expressed in present value which maximizes is the aggregate present value maximum amount of Agreement Change of Control Payments possible without causing any such Change of Control Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, or (ii) the Company shall promptly give Change of Control Payment, if the Executive notice to that effect and Change of Control Payments provides ANDERS with a copy of the detailed calculation thereof and of the greater after tax benefit than (i) herein. The Reduced Amount, and the Executive may then elect, Amount specified in the Executive’s sole discretion, which and how much of the Agreement Payments (i) above shall be eliminated or reduced (as long as after such election expressed in present value which maximizes the aggregate present value of the Agreement Change of Control Payments equals the without causing any Reduced Amount), and shall advise Amount to be non-deductible by the Company under Section 280G. In addition, if the Change of Control Payments can be restructured through the provision by ANDERS of personal services or otherwise following a Change of Control, then the parties shall in writing good faith attempt to agree to a change in such relationship necessary for ANDERS to receive the full benefits of the election within 20 business days Change of Control Payment. However, any restructuring of the receipt of noticerelationship shall not require ANDERS to be employed by the Company or be subject to a non-competition agreement. If no such election is The determinations required herein shall be made by the Executive within such 20-day period, the Company may elect independent certified public accounting firm which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid was engaged by the Company to or audit the Company's financial statements for the benefit fiscal year preceding the year in which the Change of Control occurs. ANDERS shall have the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Coderight to contest such determination.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. . b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 twenty (20) business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”)and, and if it is is, then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement amounts are thereinafter hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 twenty (20) business days of the his receipt of notice. If no such election is made by the Executive within such twenty (20-) day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate aggregate present Value value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business twenty (20) days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to thirty (30) days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will not have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay such Overpayment to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement (a) Notwithstanding anything contained herein to the contrary notwithstandingcontrary, prior to the payment of any lump sum amount payable hereunderamounts pursuant to Section 2(a) hereof, the certified public accountants of an independent national accounting firm designated by the Company immediately prior to a Change of Control (the “Certified Public AccountantsAccounting Firm”) shall determine as promptly as practical and in compute whether there would be any event “excess parachute payments” payable to Executive, within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then taking into account the aggregate present value of amounts payable or distributable to or for total “parachute payments,” within the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because meaning of Section 280G of the Code, payable to Executive by the Company shall promptly give the Executive notice to that effect or any successor thereto under this Agreement and a copy of the detailed calculation thereof and of the Reduced Amountany other plan, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated agreement or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of noticeotherwise. If no such election is made by the Executive within such 20-day periodthere would be any excess parachute payments, the Company may elect which and how much of Accounting Firm will compute the Agreement Payments shall be eliminated or reduced (as long as after such election net after-tax proceeds to Executive, taking into account the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the “base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the payments hereunder were not reduced. All determinations made If reducing the payments hereunder would result in a greater after-tax amount to Executive, such lesser amount shall be paid to Executive. If not reducing the payments hereunder would result in a greater after-tax amount to Executive, such payments shall not be reduced. The determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due subject to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may beapplication of Section 3(b) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreementhereof. c. As (b) If as a result of the uncertainty in the application of Section Sections 280G of the Code, it is possible that Agreement Payments may have been made excess parachute payments will be paid when such payment would result in a lesser after-tax amount to Executive, such a payment will be void ab initio as regards any such excess. Any excess will be treated as an overpayment by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which to Executive. Executive will have not been made by return the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay overpayment to the Company together within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been paid when not so intended, with interest at an annual rate equal to the applicable Federal rate provided for in Section 7872(f)(2)(A1274(d) of the Code; provided, however, Code (or 120% of such rate if the Accounting Firm determines that no amount shall be payable by Executive such rate is necessary to the Company in and for the extent such payment would not reduce the amount which is subject to taxation avoid an excise tax under Section 4999 of the Code. In ) from the event that date Executive received such excess until it is repaid to the Certified Public AccountantsCompany. (c) All fees, based upon controlling precedentcosts and expenses (including, determine that an Underpayment has occurredbut not limited to, any such Underpayment the cost of retaining experts) of the Accounting Firm shall be promptly paid borne by the Company and the Company shall pay such fees, costs, and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to or for Executive in the benefit year of receipt of the payments, unless Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeagrees otherwise.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the Employee's benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the your benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) . For purposes of this section the Certified Public Accountants determine that any Payment would more likely than not Section 9, present value shall be nondeductible by the Company because of determined in accordance with Section 280G 280G(d)(4) of the Code, . (b) All determinations required to be made under this Section 9 shall be made at the Company's expense by a nationally recognized accounting firm acceptable to the Employee (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company shall promptly give and the Executive notice to that effect and a copy Employee within 15 business days of the detailed calculation thereof and Date of Termination or such earlier time as is requested by the Reduced Amount, Company. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive may then elect, in the Executive’s sole discretion, Employee. The Employee shall determine which and how much of the Agreement Payments (or, at the election of the Employee, other payments) shall be eliminated or reduced (as long as after consistent with the requirements of this Section 9, provided that, if the Employee does not make such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election determination within 20 ten business days of the receipt of notice. If no such election is the calculations made by the Executive within such 20-day periodAccounting Firm, the Company may shall elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election consistent with the Aggregate present Value Requirements of the Agreement Payments equals the Reduced Amount) this Section 9 and shall notify the Executive Employee promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 Within five business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunderthereafter, the Company shall pay to the Employee or distribute to or for the Employee's benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive Employee under this Agreement. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive the Employee which Executive the Employee shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Employee together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement (a) Notwithstanding anything to the contrary notwithstandingin Section 6 of this Agreement or the Incentive Plan (as defined in Section 6(e) above), prior in no event shall (1) Options and Stock Appreciation become immediately exercisable (2) the risks of forfeiture and restrictions relating to Restricted Stock terminate or (3) Performance Share Awards become payable under the Incentive Plan upon the Executive's Date of Termination if such acceleration would (i) cause any payment made to the payment of any lump sum amount payable hereunderExecutive, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”") would more likely than not be nondeductible by to constitute an "excess parachute payment" within the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then or (ii) disqualify the aggregate present value transaction constituting the Change of amounts payable Control from being accounted for as a "pooling of interests" within the meaning of APB No. 16, which would qualify for such accounting treatment in the absence of such acceleration (the "Disqualification"). In the event acceleration of any Options would cause any Payment to constitute an excess parachute payment, or distributable to would cause a Disqualification, the Compensation Committee of the Company's Board of Directors shall select the Options which shall remain unexercisable so that no Payment shall constitute an excess parachute payment and/or no Disqualification shall occur. Any Options which remain unexercisable upon the Executive's Date of Termination by reason of this Section 11(a) shall become exercisable as set forth in Section 11(c) below. Any shares of Restricted Stock or for the benefit Performance Share Awards which do not become vested by reason of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”Section 11(a) shall be reduced forfeited upon the Executive's Date of Termination. (but not below zerob) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment All determinations required to be nondeductible made under this Section 11 as to whether a Payment or benefit would be deductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not shall be nondeductible made by the Company because of Section 280G of Company's independent auditors (the Code, "Accounting Firm") which shall provide detailed supporting information both to the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in within 30 business days following the Executive’s sole discretion, which and how much Date of Termination or such earlier time as is requested by the Agreement Payments Company. A determination as to whether a Disqualification would occur shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within Accounting Firm at least 10 days prior to a Change of Control. Any such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and the Executive. (c) PROVIDED that within 30 days after the Date of Termination (i) the Executive shall have executed and delivered to the Company a Covenant Not to Compete during the Employment Period in the form of EXHIBIT "A" hereto and (ii) the Executive shall have executed and delivered to the Company a Settlement and Release Agreement in the form of "EXHIBIT "B" hereto in the manner specified therein, THEN: If the Executive's employment is terminated other than voluntarily or for Cause, Death or Disability prior to the end of the Employment Period, each of the Executive's outstanding Options which shall not otherwise have become exercisable shall become exercisable in such manner and at such times as the Options would have become exercisable if the Executive had not terminated employment and shall remain exercisable until the earlier of the date which is 90 days following the date on which the Options first becomes exercisable or the original expiration date of the Options. Calculation of the number of Options that become immediately exercisable under Section 11(a) shall be made within 20 business days independently of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under this Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement11(c). c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement (a) Notwithstanding anything contained herein to the contrary notwithstandingcontrary, prior to the payment of any lump sum amount payable hereunderamounts pursuant to Section 2(a) hereof, the certified public accountants of an independent national accounting firm mutually agreed to by the Company immediately prior to a Change of Control and Executive (the “Certified Public AccountantsAccounting Firm”) shall determine as promptly as practical and in compute whether there would be any event “excess parachute payments” payable to Executive, within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then taking into account the aggregate present value of amounts payable or distributable to or for total “parachute payments,” within the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because meaning of Section 280G of the Code, payable to Executive by the Company shall promptly give the Executive notice to that effect or any successor thereto under this Agreement and a copy of the detailed calculation thereof and of the Reduced Amountany other plan, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated agreement or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of noticeotherwise. If no such election is made by the Executive within such 20-day periodthere would be any excess parachute payments, the Company may elect which and how much of Accounting Firm will compute the Agreement Payments shall be eliminated or reduced (as long as after such election net after-tax proceeds to Executive, taking into account the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the “base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the payments hereunder were not reduced. All determinations made If reducing the payments hereunder would result in a greater after-tax amount to Executive, such lesser amount shall be paid to Executive. If not reducing the payments hereunder would result in a greater after-tax amount to Executive, such payments shall not be reduced. The determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due subject to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may beapplication of Section 3(b) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreementhereof. c. (b) As a result of the uncertainty in the application of Section Sections 280G of the Code, it is possible that Agreement Payments may have been made excess parachute payments will be paid when such payment would result in a lesser after-tax amount to Executive; this is not the intent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as an overpayment by the Company which should not to Executive. Executive will return the excess to the Company, within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been made (“Overpayment”) or that additional Agreement Payments which will have paid when not been made by the Company could have been made (“Underpayment”)so intended, in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at an annual rate equal to the applicable Federal rate provided for in Section 7872(f)(2)(A1274(d) of the Code; provided, however, Code (or 120% of such rate if the Accounting Firm determines that no amount shall be payable by Executive such rate is necessary to the Company in and for the extent such payment would not reduce the amount which is subject to taxation avoid an excise tax under Section 4999 of the Code. In ) from the event that date Executive received the Certified Public Accountantsexcess until it is repaid to the Company. (c) All fees, based upon controlling precedentcosts and expenses (including, determine that an Underpayment has occurredbut not limited to, any such Underpayment the cost of retaining experts) of the Accounting Firm shall be promptly paid borne by the Company and the Company shall pay such fees, costs, and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to or for Executive in the benefit year of receipt of the payments, unless Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeagrees otherwise.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.may

Certain Reduction of Payments by the Company. a. i) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) ), would more likely than not be nondeductible by constitute an “excess parachute payment” within the Company for Federal income purposes because meaning of Section 280G 280G(b) of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is thus would result in the Executive incurring an excise tax under Section 4999 of the Code, then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount, but only if and to the extent that the after-tax value to the Executive of reduced AmountAgreement Payments would exceed the after-tax value to the Executive of the Agreement Payments received by the Executive without application of such reduction. For purposes of this paragraph, the The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments’ which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 7(c), present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Thus, for illustrative purposes only, if the Executive’s average W-2 compensation for the 5 years prior to the year in which a change in control occurs (the “Base Amount”) was $500,000, and the value of the payments and benefits that are contingent upon the change in control (the “Parachute Payments”) was $1,510,000, the Executive would have an excess parachute payment within the meaning of Section 280G(b) of the Code since the value of the Parachute Payments ($1,510,000) would be greater than 3 times the Executive’s Base Amount ($1,500,000). The amount of the excess parachute payment would be $1,010,000 (the amount by which the value of the Parachute Payments exceeds 1 times the Base Amount), and if the aggregate amount of the Parachute Payments was not reduced, the Executive would incur an excise tax under Section 4999 of the Code equal to 20% of the excess parachute payment (or $202,000). This excess parachute payment could be avoided if instead, the value of the Parachute Payments was reduced by $10,001 to $1,499,999 (since the value of the Parachute Payments then would be less than 3 times the Base Amount). Since the Executive would receive a greater after tax amount, under the foregoing example, if his Parachute Payments were reduced by $10,001 (to $1,499,999) than he would if his Parachute Payments were not reduced and the Executive incurred a $202,000 excise tax (reducing his Parachute Payments to $1,308,000) on the excess parachute payment, the Executive’s Parachute Payments would be reduced under this provision to $1,499,999 (by $10,001) to avoid any excess parachute payments. ii) All determinations required to be made under this Section 7(c) shall be made by the Certified Public Accountants Company’s accountants for the Company’s last fiscal year or, at the mutual agreement of the Executive and the Company, any other nationally or regionally recognized firm of independent public accountants (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the date of termination or such earlier time as is requested by the Company and an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 7(c), provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 7(c) and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 7(c) shall be borne by the Company. c. iii) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will not have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by the Executive to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive Any amount which is not paid in the future such amounts taxable year in which it was originally scheduled to be paid as become due to Executive under this Agreement. c. As a result of the uncertainty postponement thereof pursuant hereto shall be payable in the application next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount all postponed payments shall be payable by Executive to the Company placed in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to a trust or similar vehicle for the benefit of the Executive together with interest at in such a way that the applicable Federal rate provided for in Section 7872(f)(2)(A) amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the Codepayment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the The “Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 5.9, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by a firm of independent public accountants selected by the Certified Public Accountants Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (ii) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive's employment or such earlier time as is requested by the Company, and (iii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 5.9, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 5.9 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 5.9 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. a) Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. b) If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced AmountXxxxxx, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. c) As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal federal income tax purposes because of Section 280G 28OG of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G 28OG of the Code. b. If under paragraph (a) of . Anything in this section Agreement to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for federal income tax purposes because of Section 28OG of the Code. then the aggregate present value of Payments, which are not Agreement Payments, shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G 28OG of the Code. For purposes of this Section 11, present value shall be determined in accordance with Section 28OG(d)(4) of the Code. All determinations required to be made under this Section 11 shall be made by the Company's independent certified public accountant (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in within 15 business days of the Date of Termination. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive’s sole discretion, . The Executive shall determine which and how much of the Agreement Payments (or, at the election of the Executive, other Payments) shall be eliminated or reduced (as long as after consistent with the requirements of this Section 11 provided, that if the Executive does not make such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election determination within 20 ten business days of the receipt of notice. If no such election is the calculations made by the Executive within such 20-day periodAccounting Firm, the Company may shall elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election consistent with the Aggregate present Value requirements of the Agreement Payments equals the Reduced Amount) this Section 11 and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 Within five business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunderthereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in the future such amounts as become due to the Executive under this Agreement. c. . As a result of the uncertainty in the application of Section 280G 28OG of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(E)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company in if and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code.or b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments 20 equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement 21 Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal federal income tax purposes because of Section 280G 28OG of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G 28OG of the Code. b. If under paragraph (a) of . Anything in this section Agreement to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for federal income tax purposes because of Section 28OG of the Code. then the aggregate present value of Payments, which are not Agreement Payments, shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G 28OG of the Code. For purposes of this Section 11, present value shall be determined in accordance with Section 28OG(d)(4) of the Code. All determinations required to be made under this Section 11 shall be made by the Company's independent certified public accountant (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in within 15 business days of the Date of Termination. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive’s sole discretion, . The Executive shall determine which and how much of the Agreement Payments (or, at the election of the Executive, other Payments) shall be eliminated or reduced (as long as after consistent with the requirements of this Section 11 provided, that if the Executive does not make such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election determination within 20 ten business days of the receipt of notice. If no such election is the calculations made by the Executive within such 20-day periodAccounting Firm, the Company may shall elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election consistent with the Aggregate present Value requirements of the Agreement Payments equals the Reduced Amount) this Section 11 and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 Within five business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunderthereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in the future such amounts as become due to the Executive under this Agreement. c. . As a result of the uncertainty in the application of Section 280G 28OG of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(E)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company in if and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) ” shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate aggregate present Value value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4280G (d) (4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to 30 days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”” ), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement (a) Notwithstanding anything to the contrary notwithstandingin Section 6 of this Agreement or the Incentive Plan (as defined in Section 6(e) above), prior in no event shall (1) Options and Stock Appreciation become immediately exercisable (2) the risks of forfeiture and restrictions relating to Restricted Stock terminate or (3) Performance Share Awards become payable under the Incentive Plan upon the Executive's Date of Termination if such acceleration would (i) cause any payment made to the payment of any lump sum amount payable hereunderExecutive, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”") would more likely than not be nondeductible by to constitute an "excess parachute payment" within the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then or (ii) disqualify the aggregate present value transaction constituting the Change of amounts payable Control from being accounted for as a "pooling of interests" within the meaning of APB No. 16, which would qualify for such accounting treatment in the absence of such acceleration (the "Disqualification"). In the event acceleration of any Options would cause any Payment to constitute an excess parachute payment, or distributable to would cause a Disqualification, the Compensation Committee of the Company's Board of Directors shall select the Options which shall remain unexercisable so that no Payment shall constitute an excess parachute payment, or for would cause a Disqualification, the benefit Compensation Committee of Executive pursuant to the Company's Board of Directors shall select the Options which shall remain unexercisable so that no Payment shall constitute an excess parachute payment and/or no Disqualification shall occur. Any Options which remain unexercisable upon the Executive's Date of Termination by reason of this Agreement (such payments Section 11(a) shall become exercisable as set forth in Section 11(c) below. Any shares of Restricted Stock or distributions pursuant to Performance Share Awards which do not become vested by reason of this Agreement are thereinafter referred to as “Agreement Payments”Section 11(a) shall be reduced forfeited upon the Executive's Date of Termination. (but not below zerob) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment All determinations required to be nondeductible made under this Section 11 as to whether a Payment or benefit would be deductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not shall be nondeductible made by the Company because of Section 280G of Company's independent auditors (the Code, "Accounting Firm") which shall provide detailed supporting information both to the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in within 30 business days following the Executive’s sole discretion, which and how much Date of Termination or such earlier time as is requested by the Agreement Payments Company. A determination as to whether a Disqualification would occur shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within Accounting Firm at least 10 days prior to a Change of Control. Any such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and the Executive. (c) PROVIDED that within 30 days after the Date of Termination (i) the Executive shall have executed and delivered to the Company a Covenant Not to Compete during the Employment Period in the form of EXHIBIT "A" hereto and (ii) the Executive shall have executed and delivered to the Company a Settlement and Release Agreement in the form of "EXHIBIT "B" hereto in the manner specified therein, THEN: If the Executive's employment is terminated other than voluntarily or for Cause, Death or Disability prior to the end of the Employment Period, each of the Executive's outstanding Options which shall not otherwise have become exercisable shall become exercisable in such manner and at such times as the Options would have become exercisable if the Executive had not terminated employment and shall remain exercisable until the earlier of the date which is 90 days following the date on which the Options first becomes exercisable or the original expiration date of the Options. Calculation of the number of Options that become immediately exercisable under Section 11(a) shall be made within 20 business days independently of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under this Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement11(c). c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to In the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether that it is determined that any payment or distribution by the Company to the Executive or for the benefit of the Executive (Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option or restricted stock or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) ), would more likely than not be nondeductible subject to the excise tax imposed by Section 4999 of the Company for Federal income purposes because Code (or any successor provision thereto), by reason of being considered “contingent on a change in the ownership or effective control” of the Company, within the meaning of Section 280G of the Internal Revenue Code of 1986(or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as amended (the “CodeExcise Tax”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) Payment shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said in a manner determined by the Company to be $1.00 less than three (3) times the Executive’s base amount (as defined in Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine so that any Payment would more likely than not be nondeductible by the Company because of Section 280G no portion of the CodePayment shall be subject to the Excise Tax, provided that the Company shall promptly give make such reduction only if such reduction would effect, on an after-tax basis, a Payment that is greater than the Executive notice to Payment that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall would be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If made if no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such electionreduction were effected. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and The Executive shall be made within 20 business days of a termination of employment of Executive. With permitted to provide the consent Company with written notice specifying which of the Executive, the Company may suspend part Payments will be subject to reduction or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeelimination; provided, however, that no amount shall be payable by Executive to the Company in and for extent that the extent Executive’s ability to exercise such payment authority would not reduce the amount which is cause any Payment to become subject to taxation under any taxes or penalties pursuant to Section 4999 409A, or if the Executive does not provide the Company with any such written notice, the Company shall reduce or eliminate the Payments by first reducing or eliminating the portion of the CodePayments that are payable in cash and then by reducing or eliminating the non-cash portion of the Payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time. In Except as set forth in the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurredpreceding sentence, any such Underpayment shall be promptly paid notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. The Company may withhold from any amounts payable under this Agreement all federal, state, local and foreign taxes as may be required to be withheld pursuant to any applicable law or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Coderegulation.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code.value b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement.Value c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.a

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) ), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 5.9, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive Any amount which is not paid in the future such amounts taxable year in which it was originally scheduled to be paid as become due to Executive under this Agreement. c. As a result of the uncertainty postponement thereof pursuant hereto shall be payable in the application next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount all postponed payments shall be payable placed in a Rabbi trust or similar vehicle for the benefit of Executive in such a way that the amounts so transferred are not taxable to such person or deductible by Executive to the Company in and for the extent until payment from such payment would not reduce the amount which vehicle to Executive is subject to taxation under Section 4999 of the Codemade. In the event that a payment has been made to Executive, but then disallowed as a deduction by the Certified Public AccountantsInternal Revenue Service and return of the payment is required into the trust, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment said payment to Executive shall be promptly paid by treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company to shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codehereunder.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) "PAYMENT"), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”"AGREEMENT PAYMENTS") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “Reduced Amount” The "REDUCED AMOUNT" shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section shall be made by the Certified Public Accountants Company's independent public accountants (the "ACCOUNTING FIRM"), which shall provide (i) detailed supporting calculations both to the Company and the Executive within 20 business days of the termination of Executive's employment or such earlier time as is requested by the Company, and (ii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“Overpayment”"OVERPAYMENT") or that additional Agreement Payments which will not have not been made by the Company could have been made (“Underpayment”"UNDERPAYMENT"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan AB INITIO to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal federal income tax purposes because of Section 280G 28OG of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G 28OG of the Code. b. If under paragraph (a) of . Anything in this section Agreement to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for federal income tax purposes because of Section 28OG of the Code. then the aggregate present value of Payments, which are not Agreement Payments, shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G 28OG of the Code. For purposes of this Section 11, present value shall be determined in accordance with Section 28OG(d)(4) of the Code. All determinations required to be made under this Section 11 shall be made by the Company's independent certified public accountant (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in within 15 business 17 18 days of the Date of Termination. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive’s sole discretion, . The Executive shall determine which and how much of the Agreement Payments (or, at the election of the Executive, other Payments) shall be eliminated or reduced (as long as after consistent with the requirements of this Section 11 provided, that if the Executive does not make such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election determination within 20 ten business days of the receipt of notice. If no such election is the calculations made by the Executive within such 20-day periodAccounting Firm, the Company may shall elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election consistent with the Aggregate present Value requirements of the Agreement Payments equals the Reduced Amount) this Section 11 and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 Within five business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunderthereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in the future such amounts as become due to the Executive under this Agreement. c. . As a result of the uncertainty in the application of Section 280G 28OG of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company Company, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(E)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company in if and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. (d) Anything in this Agreement to the contrary con-trary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed dis-tributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible nondeduc-tible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions distribu-tions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment Pay-ment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code. Anything to the contrary notwithstand-ing, if the Reduced Amount is zero and it is determined fur-ther that any Payment which is not an Agreement Payment would nevertheless be nondeductible by the Company shall promptly give the Executive notice to that effect and a copy for Federal income tax purposes because of Section 280G of the detailed calculation thereof and of the Reduced AmountCode, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the are not Agreement Payments shall also be eliminated or reduced (as long as after such election but not below zero) to an amount expressed in present value which maximizes the Aggregate aggregate present Value value of Payments without causing any Payment to be nondeductible by the Company be-cause of Section 280G of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such electionCode. For purposes of this paragraphSection 16, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (e) All determinations required to be made under this Section 16 shall be made by Xxxxxxxxx, Xxxx & Company, P.C. or, at the Certified Public Accountants Executive's option, any other nationally or regionally recognized firm of independent public accountants selected by the Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (i) detailed supporting cal-culations both to the Company and the Executive within twenty (20) business days of the termination of Executive’s employment or such earlier time as is requested by the Company, and (ii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determi-nation by the Accounting Firm shall be binding upon the Company Com-pany and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 15, provided that, if the Executive does not make such determination within 20 business ten busi-ness days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the require-ments of this Section 9 hereof 15 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days there-after, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 16 shall be borne by the Company. c. (f) As a result of the uncertainty in the application applica-tion of Section 280G of the CodeCode at the time of the initial determina-tion by the Accounting Firm hereunder, it is possible possi-ble that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“Underpayment”"Under-payment"), in each case, consistent with the calculation of the Reduced Amount calcula-tions required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal appli-cable federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Em-ployee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentcontrol-ling pre-cedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, prior in the event that it is determined that any payment or distribution required to the payment of any lump sum amount payable hereunder, the certified public accountants of be made by the Company immediately prior to SHEA xxxlowing a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment under Sections 3.5.2 or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) 3.7 herein (a “"Change of Control Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” ." The Reduced Amount shall be the greater of (i) an amount expressed in present value which maximizes is the aggregate present value maximum amount of Agreement Change of Control Payments possible without causing any such Change of Control Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, or (ii) the Company shall promptly give Change of Control Payment, if the Executive notice to that effect and Change of Control Payments provides SHEA xxxh a copy of the detailed calculation thereof and of the greater after tax benefit than (i) herein. The Reduced Amount, and the Executive may then elect, Amount specified in the Executive’s sole discretion, which and how much of the Agreement Payments (i) above shall be eliminated or reduced (as long as after such election expressed in present value which maximizes the aggregate present value of the Agreement Change of Control Payments equals the without causing any Reduced Amount), and shall advise Amount to be non-deductible by the Company under Section 280G. In addition, if the Change of Control Payments can be restructured through the provision by SHEA xx personal services or otherwise following a Change of Control, then the parties shall in writing good faith attempt to agree to a change in such relationship necessary for SHEA xx receive the full benefits of the election within 20 business days Change of Control Payment. However, any restructuring of the receipt of noticerelationship shall not require SHEA xx be employed by the Company or be subject to a non-competition agreement. If no such election is The determinations required herein shall be made by the Executive within such 20-day period, the Company may elect independent certified public accounting firm which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid was engaged by the Company to or audit the Company's financial statements for the benefit fiscal year preceding the year in which the Change of Control occurs. SHEA xxxll have the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Coderight to contest such determination.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to 30 days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s their sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the their election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 5.9, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by a firm of independent public accountants selected by the Certified Public Accountants Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (ii) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive's employment or such earlier time as is requested by the Company, and (iii) an opinion to the Executive that he has substantial authority not to report any excise tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 5.9, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 5.9 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 5.9 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, event the independent accounting firm then used by the Company or such other nationally recognized certified public accountants of accounting firm as may be designated by the Company immediately prior to a Change of Control Executive (the “Certified Public AccountantsAccounting Firm”) shall determine as promptly as practical and in any event within 20 business days following the termination that receipt of employment of Executive whether any payment all payments, distributions or distribution benefits provided by the Company or the affiliated companies in the nature of compensation to or for the benefit of the Executive (Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) ), would more likely than not be nondeductible by subject the Company for Federal income purposes because of Executive to the excise tax under Section 280G 4999 of the Internal Revenue Code Code, the Accounting Firm shall determine 4879-8906-6782.11 whether to reduce any of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts Payments paid or payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as the “Agreement Payments”) to the Reduced Amount (as defined below). The Agreement Payments shall be reduced (but not below zero) to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were reduced to the Reduced Amount. For purposes If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of this paragraphaggregate Payments if the Executive’s Agreement Payments were so reduced, the “Executive shall receive all Agreement Payments to which the Executive is entitled under this Agreement. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Codethereof. All determinations made by the Certified Public Accountants Accounting Firm under this Section 10 shall be binding upon the Company and the Executive and shall be made within 20 business as soon as reasonably practicable and in no event later than fifteen (15) days following the Date of a termination Termination. For purposes of employment of Executive. With reducing the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due Agreement Payments to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the CompanyReduced Amount, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such only amounts as are then due to Executive payable under this Agreement (and no other Payments) shall promptly pay to or distribute for be reduced. The reduction hereunder of the benefit of Executive amounts payable, if applicable, shall be made by reducing the Payments in the future following order to the extent such amounts Payments have not already been made at the time the reductions hereunder have become applicable: (i) the Payment with the higher ratio of the parachute payment value (as become due determined for purposes of Code Section 280G) to Executive under this Agreementpresent economic value (determined using reasonable actuarial assumptions) shall be reduced or eliminated before a Payment with a lower ratio; (ii) the Payment with the later possible payment date shall be reduced or eliminated before a Payment with an earlier payment date; and (iii) cash Payments shall be reduced prior to non-cash benefits; provided that if the foregoing order of reduction or elimination would violate Section 409A of the Code, then the reduction shall be made pro rata among the Payments on the basis of the relative present value of the Payments. All fees and expenses of the Accounting Firm shall be borne solely by the Company. c. (c) As a result of the uncertainty in the application of Section 280G 4999 of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may amounts will have been made paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement which should not have been made so paid or distributed (“Overpayment”) or that additional Agreement Payments amounts which will have not been made paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been made so paid or distributed (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, success determines that an Overpayment has been made, the Executive shall pay any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the CodeInterest; provided, however, that no amount shall be payable by the Executive to the Company in if and for to the extent such payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than 60 days following 4879-8906-6782.11 the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with interest at Interest. (d) For purposes hereof, the applicable Federal rate provided for in Section 7872(f)(2)(A) of following terms have the Code.meanings set forth below:

Certain Reduction of Payments by the Company. a. a) Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. b) If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. c) As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Public/ Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4280G(d) (4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to 30 days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. . b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his or her election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “Payment”) would more likely than not be nondeductible subject to the excise tax (“Excise Tax”) imposed by the Company for Federal income purposes because of Section 280G section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as (“Agreement PaymentsPayment”) shall be reduced (but not below zero) to if such reduction would result in the reduced Amount. For purposes Executive retaining a larger amount, after-taxes, including the Excise Tax, than if the Executive received all of this paragraphthe Agreement Payments, the “Reduced Amount” shall be an amount expressed in present value which maximizes and the aggregate present value of the Payments other than Agreement Payments without causing any Payment (“Other Payments”) shall also be reduced (but not below zero) if such reduction would result in the Executive retaining a larger amount, after taxes, including the Excise Tax, than if the Executive received all of the Other Payments. All determinations required to be nondeductible made under this Section 8 shall be made by the Company because of said Section 280G which shall provide detailed supporting calculations to the Executive within fifteen (15) business days of the Code. b. If under paragraph (a) date of this section termination of employment of the Certified Public Accountants determine Executive. In the event that any Payment would more likely than the Executive shall not be nondeductible by agree with such calculations, he shall present his objections to the Company because of Section 280G of in writing and the Code, Executive and the Company shall promptly give discuss the basis for such objections. If the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then electCompany are unable to agree on the calculations, in the Company’s independent auditors (“Accounting Firm”) shall independently perform the calculations called for under this Section 8. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive’s sole discretion, . The Executive shall determine which and how much of the Agreement Payments or Other Payments, as the case may be, shall be eliminated or reduced consistent with the requirements of this Section 8, provided that, if the Executive does not make such determination within ten (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 10) business days of the receipt of notice. If no such election is the calculations made by the Executive within such 20-day periodAccounting Firm, the Company may shall elect which and how much of the Agreement Payments Payment or Other Payments, as the case may be, shall be eliminated or reduced (as long as after such election consistent with the Aggregate present Value requirements of the Agreement Payments equals the Reduced Amount) this Section 8 and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4Within five (5) of business days after the Code. All determinations made determination by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunderapplicable, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the benefit of the Executive in the future such amounts amounts, if any, as become due to the Executive under this Agreement. c. . As a result of the uncertainty in the application of Section section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments or Other Payments, as the case may be, will have been made by the Company which should not have been made (an “Overpayment”) or that additional Agreement Payments or Other Payments, as the case may be, which will have not been made by the Company could have been made (an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(Asection 1274(c) of the CodeCode (the “Applicable Federal Rate”); provided, however, that no amount shall be payable by the Executive to the Company in (or if paid by the Executive to the Company shall be returned to the Executive) if and for to the extent such payment would not reduce the amount which is subject to taxation under Section section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Applicable Federal rate provided for in Section 7872(f)(2)(ARate; provided, however, that no amount shall be payable by the Executive to the Company (or if paid by the Executive to the Company shall be returned to the Executive) if and to the extent such payment would not reduce the amount which is subject to taxation under section 4999 of the Code.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 9, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. . (b) All determinations required to be made under this Section 9 shall be made by KPMG LLP, or such other firm as shall have conducted the Certified Public Accountants most recent audit of the Company’s financial statements (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the Date of Termination or such earlier time as is requested by the Company and an opinion to the Employee that he has substantial authority not to report any Excise Tax on his Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and Executive the Employee. The Employee shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 9, provided that, if the Employee does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessaryEmployee promptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of Executive the Employee such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive Employee under this Agreement. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will not have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive Employee which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Employee shall be treated for all purposes as a loan ab initio to Executive the Employee which Executive the Employee shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Employee is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Employee together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code. (d) If, at the time of the Employee’s “separation from service” (within the meaning of Section 409A of the Internal Revenue Code of 1986, as amended (“Section 409A”)), (i) the Employee shall be a “specified employee” (within the meaning of Section 409A and using the identification methodology selected by the Company from time to time) and (ii) the Company shall make a good faith determination that an amount payable hereunder constitutes deferred compensation the payment of which is required to be delayed pursuant to the six-month delay rule set forth in Section 409A in order to avoid taxes or penalties under Section 409A, then the Company (or its affiliate, as applicable) shall not pay such amount on the otherwise scheduled payment date but shall instead accumulate such amount and pay it on the first business day of the seventh (7th) month following such separation from service, without interest.

Certain Reduction of Payments by the Company. a. a) Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. b) If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of his election within 20 business days of his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. c) As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. a) Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. b) If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount),and shall advise the Company in writing of his election within 20 business days of his receipt of notice. If no selection is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. c) As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to 30 days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement (a) Notwithstanding anything contained herein to the contrary notwithstandingcontrary, prior to the payment of any lump sum amount payable hereunderamounts pursuant to Section 2(a) hereof, the certified public accountants of an independent national accounting firm designated by the Company immediately prior to a Change of Control (the “Certified Public AccountantsAccounting Firm”) shall determine as promptly as practical and in compute whether there would be any event “excess parachute payments” payable to Executive, within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by the Company for Federal income purposes because meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and if it is then taking into account the aggregate present value of amounts payable or distributable to or for total “parachute payments,” within the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because meaning of Section 280G of the Code, payable to Executive by the Company shall promptly give the Executive notice to that effect or any successor thereto under this Agreement and a copy of the detailed calculation thereof and of the Reduced Amountany other plan, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated agreement or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of noticeotherwise. If no such election is made by the Executive within such 20-day periodthere would be any excess parachute payments, the Company may elect which and how much of Accounting Firm will compute the Agreement Payments shall be eliminated or reduced (as long as after such election net after-tax proceeds to Executive, taking into account the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with excise tax imposed by Section 280G(d)(4) 4999 of the Code, if (i) the payments hereunder were reduced, but not below zero, such that the total parachute payments payable to Executive would not exceed three (3) times the “base amount” as defined in Section 280G of the Code, less One Dollar ($1.00), or (ii) the payments hereunder were not reduced. All determinations made If reducing the payments hereunder would result in a greater after-tax amount to Executive, such lesser amount shall be paid to Executive. If not reducing the payments hereunder would result in a greater after-tax amount to Executive, such payments shall not be reduced. The determination by the Certified Public Accountants Accounting Firm shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due subject to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may beapplication of Section 3(b) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreementhereof. c. (b) As a result of the uncertainty in the application of Section Sections 280G of the Code, it is possible that Agreement Payments may have been made excess parachute payments will be paid when such payment would result in a lesser after-tax amount to Executive; this is not the intent hereof. In such cases, the payment of any excess parachute payments will be void ab initio as regards any such excess. Any excess will be treated as an overpayment by the Company which should not to Executive. Executive will return the overpayment to the Company, within fifteen (15) business days of any determination by the Accounting Firm that excess parachute payments have been made (“Overpayment”) or that additional Agreement Payments which will have paid when not been made by the Company could have been made (“Underpayment”)so intended, in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at an annual rate equal to the applicable Federal rate provided for in Section 7872(f)(2)(A1274(d) of the Code; provided, however, Code (or 120% of such rate if the Accounting Firm determines that no amount shall be payable by Executive such rate is necessary to the Company in and for the extent such payment would not reduce the amount which is subject to taxation avoid an excise tax under Section 4999 of the Code. In ) from the event that date Executive received the Certified Public Accountantsexcess until it is repaid to the Company. (c) All fees, based upon controlling precedentcosts and expenses (including, determine that an Underpayment has occurredbut not limited to, any such Underpayment the cost of retaining experts) of the Accounting Firm shall be promptly paid borne by the Company and the Company shall pay such fees, costs, and expenses as they become due. In performing the computations required hereunder, the Accounting Firm shall assume that taxes will be paid for state and federal purposes at the highest possible marginal tax rates which could be applicable to or for Executive in the benefit year of receipt of the payments, unless Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codeagrees otherwise.

Certain Reduction of Payments by the Company. a. Anything in this Agreement A. Notwithstanding anything to the contrary notwithstandingin this Agreement, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any reduction required under this Section 9) (a “"Payment”") would more likely than not be nondeductible non-deductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) all Payments shall be reduced (but not below zero) to such that such aggregate present value of Payments equals the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible non-deductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 9, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. . B. All determinations required to be made under this Section 9 (excluding determinations of any legal issues relevant to this Section 9, which shall be made by regular outside counsel to the Certified Public Accountants Company) shall be binding upon made by Deloitte &Touche (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive shall be made within 20 15 business days of a termination the Date of employment Termination. In the event that the Accounting Firm is serving as accountant or auditor for any individual, entity or group (other than the Company) effecting the Change of Executive. With the consent of the ExecutiveControl, the Company may suspend part or all of Executive shall appoint another nationally recognized accounting firm to make the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement.determinations c. C. As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which that should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not have been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no amount shall be payable by the Executive to the Company in (or if paid by the Executive to the Company shall be returned to the Executive) if and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.

Certain Reduction of Payments by the Company. a. a) Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. b) If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s his sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the his election within 20 business days of the his receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. c) As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in this Agreement to the contrary notwithstanding, prior to the payment of any lump sum amount compensation or benefits payable hereunderunder Section 9 hereof, the certified public accountants of the Company immediately prior to a Change of Control (the “"Certified Public Accountants”") shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) (a “"Payment”") would more likely than not be nondeductible by the Company for Federal income purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”) " shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “"Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) a of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s her sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the her election within 20 business days of the her receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate aggregate present Value value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value value shall be determined in accordance with Section 280G(d)(4280G (d) (4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive and shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the The Company may suspend part for a period of up to 30 days after termination of employment the Lump Sum Payment and any other payments or all of benefits due to the lump sum payment due Executive under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants Accountant believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for to the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code.

Certain Reduction of Payments by the Company. a. Anything in Notwithstanding any other provision of this Agreement, if any portion of the compensation and benefits under this Agreement to the contrary notwithstanding, prior to the or any other payment of under any lump sum amount payable hereunder, the certified public accountants other agreement with or plan of the Company immediately prior or its affiliates (in the aggregate "Total Payments"), would constitute an "excess parachute payment," then the Total Payments to a Change be made to the Executive shall be reduced such that the value of Control the aggregate Total Payments that the 5 Executive is entitled to receive shall be One Dollar ($1) less than the maximum amount which the Executive may receive without becoming subject to the tax imposed by Section 4999 of the Internal Revenue Code (the “Certified Public Accountants”"Code") shall determine as promptly as practical and in (or any event within 20 business days following the termination of employment of Executive whether any payment successor provision) or distribution by which the Company to or for the benefit may pay without loss of deduction under Section 280G(a) of the Executive Code (whether paid or payable or distributed or distributable pursuant to any successor provision). For purposes of this Agreement, the terms of this Agreement or otherwise) (a “Payment”) would more likely than not be nondeductible by "excess parachute payment" and "parachute payments" shall have the Company for Federal income purposes because of meaning assigned to them in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”or any successor provision), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) "parachute payments" shall be reduced (but not below zero) to the reduced Amountvalued as provided therein. For Present value for purposes of this paragraph, the “Reduced Amount” Agreement shall be an amount expressed calculated in present value which maximizes accordance with Section 1274(b)(2) of the aggregate present value Code (or any successor provision). Within 60 days following delivery of Agreement Payments without causing any Payment to be nondeductible a notice by the Company because to the Executive of said its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 280G of the Code. b. If under paragraph Code (aor any successor provision), the Executive and the Company, at the Company's expense, shall obtain the opinion (which need not be unqualified) of the Company's independent auditors which sets forth (A) the amount of the Base Period Income, (B) the amount and present value of Total Payments and (C) the amount and present value of any excess parachute payments without regard to the limitations of this section Section 7. As used in this Section 7, "Base Period Income" means the Certified Public Accountants determine that Executive's "annualized includible compensation for the base period" as defined in Section 280G(d)(1) of the Code (or any Payment would more likely than not successor provision). For purposes of such opinion, the value of any noncash benefits or any deferred payment or benefit shall be nondeductible determined by the Company because Company's independent auditors in accordance with the principles of Section 280G Sections 280G(d)(3) and (4) of the CodeCode (or any successor provisions), which determination shall be evidenced in a certificate of such auditors addressed to the Company and the Executive. Such opinion shall be dated as of the Executive's date of termination of employment and addressed to the Company and the Executive and shall be binding, absent manifest error, upon the Company and the Executive. If such opinion determines that there would be an excess parachute payment, the compensation and benefits hereunder or any other payment determined by such auditors to be includible in Total Payments shall be reduced or eliminated as specified by the Executive in writing delivered to the Company within 30 days of the Executive's receipt of such opinion or, if the Executive fails to so notify the Company, then as the Company shall promptly give reasonably determine, so that under the bases of calculations set forth in such opinion there will be no excess parachute payment. If such auditors so request in connection with the opinion required by this Section, the Executive notice to that effect and a copy of the detailed calculation thereof and of Company shall obtain, at the Reduced AmountCompany's expense, and the Executive auditors may then electrely on in providing the opinion, in the advice of a firm of recognized executive compensation consultants as to the reasonableness of any item of compensation to be received by the Executive’s sole discretion. Notwithstanding the foregoing, which if the provisions of Sections 280G and how much 4999 of the Agreement Payments Code (or any successor provisions) are repealed without succession, then this Section 7 shall be eliminated of no further force or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and effect. The Executive shall advise notify the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency claim by the Internal Revenue Service against that, if successful, would subject the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under tax imposed by Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment Such notification shall be promptly paid given as soon as practicable, but no later than 10 business days after the Executive is informed in writing of such claim and shall apprise the Company of the nature of the claim and the date on which such claim is requested to be paid. The Executive shall not pay 6 such claim prior to the expiration of the 30-day period following the date on which she gives notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to the claim is due). If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive agrees to give the Company any information reasonably requested by the Company in writing relating to such claim, to take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, to cooperate with the Company in good faith in order to effectively contest such claim, to permit the Company to control any proceedings relating to such claim and to permit the Company to pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority with respect to such claim. The Company shall bear and pay directly all costs and expenses, including additional interest and penalties, incurred in connection with such contest. Further, provided only that Company receives timely written notification from the Executive with respect to such claim, the Company will indemnify and hold the Executive harmless, on an after-tax basis, for the benefit any excise tax under Section 4999 of the Code (including interest and penalties thereon), such that the net amount retained by the Executive together with after the deduction of any such excise tax and any interest at or penalties thereon (but not any federal, state or local income tax) would be the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Codesame as if such excise tax had never applied.

Certain Reduction of Payments by the Company. a. Anything Notwithstanding anything in this Agreement to the contrary notwithstandingcontrary, prior in the event that it is determined that any payment or distribution required to the payment of any lump sum amount payable hereunder, the certified public accountants of be made by the Company immediately prior to LUGO xxxlowing a Change of Control (the “Certified Public Accountants”) shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether any payment under Sections 3.5.2 or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) 3.7 herein (a “"Change of Control Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)amended, and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the reduced Amount. For purposes of this paragraph, the “"Reduced Amount” ." The Reduced Amount shall be the greater of (i) an amount expressed in present value which maximizes is the aggregate present value maximum amount of Agreement Change of Control Payments possible without causing any such Change of Control Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section the Certified Public Accountants determine that any Payment would more likely than not be nondeductible by the Company because of Section 280G of the Code, or (ii) the Company shall promptly give Change of Control Payment, if the Executive notice to that effect and Change of Control Payments provides LUGO xxxh a copy of the detailed calculation thereof and of the greater after tax benefit than (i) herein. The Reduced Amount, and the Executive may then elect, Amount specified in the Executive’s sole discretion, which and how much of the Agreement Payments (i) above shall be eliminated or reduced (as long as after such election expressed in present value which maximizes the aggregate present value of the Agreement Change of Control Payments equals the without causing any Reduced Amount), and shall advise Amount to be non-deductible by the Company under Section 280G. In addition, if the Change of Control Payments can be restructured through the provision by LUGO xx personal services or otherwise following a Change of Control, then the parties shall in writing good faith attempt to agree to a change in such relationship necessary for LUGO xx receive the full benefits of the election within 20 business days Change of Control Payment. However, any restructuring of the receipt of noticerelationship shall not require LUGO xx be employed by the Company or be subject to a non-competition agreement. If no such election is The determinations required herein shall be made by the Executive within such 20-day period, the Company may elect independent certified public accounting firm which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraph, present Value shall be determined in accordance with Section 280G(d)(4) of the Code. All determinations made by the Certified Public Accountants shall be binding upon the Company and Executive shall be made within 20 business days of a termination of employment of Executive. With the consent of the Executive, the Company may suspend part or all of the lump sum payment due under Section 9 hereof and any other payments due to the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessary. As promptly as practicable following such determination and the elections hereunder, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. c. As a result of the uncertainty in the application of Section 280G of the Code, it is possible that Agreement Payments may have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which will have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Certified Public Accountants, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe has a high probability of success, determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to Executive which Executive shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no amount shall be payable by Executive to the Company in and for the extent such payment would not reduce the amount which is subject to taxation under Section 4999 of the Code. In the event that the Certified Public Accountants, based upon controlling precedent, determine that an Underpayment has occurred, any such Underpayment shall be promptly paid was engaged by the Company to or audit the Company's financial statements for the benefit fiscal year preceding the year in which the Change of Control occurs. LUGO xxxll have the Executive together with interest at the applicable Federal rate provided for in Section 7872(f)(2)(A) of the Coderight to contest such determination.

Certain Reduction of Payments by the Company. a. (a) Anything in this Agreement to the contrary notwithstanding, prior to in the payment of any lump sum amount payable hereunder, the certified public accountants of the Company immediately prior to a Change of Control (the “Certified Public Accountants”) event it shall determine as promptly as practical and in any event within 20 business days following the termination of employment of Executive whether be determined that any payment or distribution by the Company to or for the benefit of the Executive (Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise) otherwise (a “"Payment”) "), would more likely than not be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Internal Revenue Code of 1986Code, as amended (the “Code”), and if it is then the aggregate present value of amounts payable or distributable to or for the benefit of the Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are thereinafter hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the reduced Reduced Amount. For purposes of this paragraph, the “The "Reduced Amount” " shall be an amount expressed in present value which maximizes the aggregate present value of Agreement Payments without causing any Payment to be nondeductible by the Company because of said Section 280G of the Code. b. If under paragraph (a) of this section . Anything to the Certified Public Accountants determine contrary notwithstanding, if the Reduced Amount is zero and it is determined further that any Payment which is not an Agreement Payment would more likely than nevertheless be nondeductible by the Company for Federal income tax purposes because of Section 280G of the Code, then the aggregate present value of Payments which are not Agreement Payments shall also be reduced (but not below zero) to an amount expressed in present value which maximizes the aggregate present value of Payments without causing any Payment to be nondeductible by the Company because of Section 280G of the Code, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof and of the Reduced Amount, and the Executive may then elect, in the Executive’s sole discretion, which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the aggregate present value of the Agreement Payments equals the Reduced Amount), and shall advise the Company in writing of the election within 20 business days of the receipt of notice. If no such election is made by the Executive within such 20-day period, the Company may elect which and how much of the Agreement Payments shall be eliminated or reduced (as long as after such election the Aggregate present Value of the Agreement Payments equals the Reduced Amount) and shall notify the Executive promptly of such election. For purposes of this paragraphSection 5.9, present Value value shall be determined in accordance with Section 280G(d)(4) of the Code. Any amount which is not paid in the taxable year in which it was originally scheduled to be paid as a result of the postponement thereof pursuant hereto shall be payable in the next succeeding taxable year in which such payment will not result in the disallowance of a deduction pursuant to either Section 162(m) or 280G of the Code; provided, however, that all postponed payments shall be placed in a Rabbi trust or similar vehicle for the benefit of the Executive in such a way that the amounts so transferred are not taxable to such person or deductible by the Company until payment from such vehicle to the Executive is made. In the event a payment has been made to the Executive, but then disallowed as a deduction by the Internal Revenue Service and return of the payment is required into the trust, said payment to the Executive shall be treated as a loan and said payment to the trust shall be treated as repayment of said loan. The Company shall not pledge, hypothecate or otherwise encumber any amounts held in the trust or other similar vehicle for the benefit of the Executive hereunder. (b) All determinations required to be made under this Section 16 shall be made by a firm of independent public accountants selected by the Certified Public Accountants Executive and approved by the Company, which approval shall not be unreasonably withheld or delayed (the "Accounting Firm"), which shall provide (ii) detailed supporting calculations both to the Company and the Executive within twenty (20) business days of the termination of Executive's employment or such earlier time as is requested by the Company, and (iii) an opinion to the Executive that he has substantial authority not to report any excise tax on her Federal income tax return with respect to any Payments. Any such determination by the Accounting Firm shall be binding upon the Company and the Executive. The Executive shall determine which and how much of the Payments shall be made eliminated or reduced consistent with the requirements of this Section 5.9, provided that, if the Executive does not make such determination within 20 ten business days of a termination of employment of Executive. With the consent receipt of the Executivecalculations made by the Accounting Firm, the Company may suspend part or all shall elect which and how much of the lump sum payment due under Payments shall be eliminated or reduced consistent with the requirements of this Section 9 hereof 5.9 and any other payments due to shall notify the Executive hereunder until the Certified Public Accountants finish the determination and the Executive (or the Company, as the case may be) elect how to reduce the Agreement Payments, if necessarypromptly of such election. As promptly as practicable following such determination and the elections hereunderWithin five business days thereafter, the Company shall pay to or distribute to or for the benefit of the Executive such amounts as are then due to Executive under this Agreement and shall promptly pay to or distribute for the benefit of Executive in the future such amounts as become due to Executive under this Agreement. All fees and expenses of the Accounting Firm incurred in connection with the determinations contemplated by this Section 5.9 shall be borne by the Company. c. (c) As a result of the uncertainty in the application of Section 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments may will have been made by the Company which should not have been made (“"Overpayment”") or that additional Agreement Payments which will not have not been made by the Company could have been made (“"Underpayment”"), in each case, consistent with the calculation of the Reduced Amount calculations required to be made hereunder. In the event that the Certified Public AccountantsAccounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or Executive which said Certified Public Accountants believe the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be treated for all purposes as a loan ab initio to the Executive which the Executive shall repay to the Company together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code; provided, however, that no such loan shall be deemed to have been made and no amount shall be payable by Executive the Employee to the Company in if and for to the extent such deemed loan and payment would not either reduce the amount on which the Executive is subject to taxation tax under Section 1 and Section 4999 of the CodeCode or generate a refund of such taxes. In the event that the Certified Public AccountantsAccounting Firm, based upon controlling precedentprecedent or other substantial authority, determine determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with interest at the applicable Federal federal rate provided for in Section 7872(f)(2)(A7872(f)(2) of the Code.