Common use of Certain Reduction of Payments Clause in Contracts

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.’s independent public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or Inc., the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.’s independent public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (ai) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the EmployeeOfficer, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “the "Payment”"), would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it Officer would be economically advantageous to the Employee to reduce receive a greater net amount if the Payment to Officer were reduced to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee Officer pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to the Reduced Amount. The “"Reduced Amount” " shall be an amount expressed in present value which that maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 10I, paragraph 2(b), present value shall be determined in accordance with Section 280G(d)(4) of the Code. Payments shall be reduced in the following order to eliminate the "excess parachute payments" to the Reduced Amount: (A) restricted share units under the Northeast Utilities Incentive Plan, or any program thereunder, (B) performance units under the Northeast Utilities Incentive Plan, or any program thereunder, (C) severance provided under this Agreement, and (D) all other payments to the Officer. (bii) All determinations to be made under this Section 10 I, paragraph 2(b) shall be made by Maritrans Inc.the Company’s independent public accountant immediately prior to the Change of Control (the “"Accounting Firm”)") within 10 days of the Termination Date of Officer, which firm shall provide its determinations and any supporting calculations both to the Company and the Employee Officer within 10 days of the Termination DateDate of Officer. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall Officer; provided, however, that Officer shall, in his Officer’s sole discretion discretion, determine whether, which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this SectionSection I, paragraph 2(b). Within five fifteen days after the EmployeeOfficer’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee Officer such amounts as are then due to the Employee Officer under this AgreementAgreement subject to any restrictions under Section I, paragraph 2(a) of the Agreement regarding the Officer’s delivery to the Company of a Release or under Section III, paragraph 4 regarding compliance with Section 409A of the Code. (ciii) As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments will have been made by the Company that should not have been made ("Overpayment") or that additional Payments that have not been made by the Company could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. Within two years after the Termination of Employment of any Officer, the Accounting Firm shall review the determination made by it pursuant to Section I, paragraph 2(b)(ii). In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as an overpayment to Officer which Officer shall repay to the Company together with interest at the applicable long-term Federal rate provided for in Section 7872(f)(2) of the Code (the "Federal Rate"); provided, however, that no amount shall be payable by Officer to the Company if and to the extent such payment would not increase the net amount that is payable to Officer after taking into account the provisions of Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Officer together with interest at the Federal Rate. (iv) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (bSection I, subparagraphs 2(b)(ii) and 2(b)(iii) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that if it shall be is determined that any payment portion of the sum of (i) the amounts paid or distribution by Maritrans Inc or payable to the Company to Executive or for the Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the Employeevalue of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, whether paid or payable or distributed or distributable pursuant along with Agreement Benefits, referred to as "Benefits"), is likely to result in the imposition of a tax to the terms of this Agreement Executive or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of his estate under Code Section 280G 4999 of the Internal Revenue Code of 1986, as amended from time to time (the “"Code”"), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable the Agreement Benefits yet to or for be paid to the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Executive shall be reduced (but not below zero) to the Reduced Amount. The “For purposes of this Agreement, "Reduced Amount” " shall be an amount expressed in present value which as a single sum that maximizes the aggregate present value of Agreement Payments Benefits previously paid and yet to be paid to the Executive without causing the aggregate of any Payment Benefits previously paid and yet to be paid to the Executive to be subject to taxation to the taxation Executive or his estate under Section 4999 of the Code. For purposes The provisions of this Section 10, present value subsection (a) and subsection (b) shall be applied in a manner that is consistent with the provisions of subsection (c) below, and to the extent required, the provisions of subsection (c) shall supersede the provisions of this subsection (a) and subsection (b) to permit such consistency. (b) If, determined in accordance a manner consistent with subsection (a) above, Agreement Benefits in excess of the Reduced Amount are paid to the Executive or for his benefit, or the Internal Revenue Service asserts that the amount of Benefits received by the Executive or for his benefit are in excess of the amounts not subject to tax under Section 280G(d)(44999 of the Code, and such assertion is determined to have a high probability of being successful, such excess amounts (hereinafter referred to as "Overpayments") shall be treated for all purposes as a loan to the Executive. The amount treated as a loan, together with interest at the applicable federal rate provided for in Section 1274(d) of the Code, shall be paid by the Executive to the Company as soon as practicable following the date the Executive is notified in writing of such Overpayments. (c) In the event that payment of any Benefits would result in all or a portion of such payment to be subject to excise tax under Section 4999 of the Code, then the Executive's payment shall be either (i) the full payment or (ii) such lesser amount which would result in no portion of the payment being subject to excise tax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and local employment taxes, income taxes, and the excise tax imposed by Section 4999 of the Code, results in the Executive's receipt, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or some portion of the payment may be taxable under Section 4999 of the Code. (bd) All determinations required to be made under this Section 10 Amendment shall be made by Maritrans Inc.’s independent public accountant immediately prior to a nationally recognized accounting firm selected by the Change of Control Company (the “"Accounting Firm”"), which firm . The Company shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by cause the Accounting Firm shall be binding upon to provide detailed supporting calculations of its determinations to the Company Executive and the EmployeeCompany. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely equally by the Executive and the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.made, in writing, to KPMG LLP, or the Company’s independent certified public accountant immediately prior to the Change of Control Control, if other than KPMG LLP, (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both to the Company and the Employee within 10 ten (10) days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his his/her sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this SectionSection 10. Within five (5) days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Termination of Employment, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Employee which the Employee shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by the Employee to the Company if and 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 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 Employee together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection paragraphs (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to subsection paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “"Payment”"), would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 1011, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 11 shall be made by Maritrans Inc.’s the Company's independent public accountant immediately prior to the Change of Control (the “"Accounting Firm”"), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s 's determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which have not been made by the Company could have been made ("Underpayment"), in -8 (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection subsections (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection subsections (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.’s independent public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his her sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made made, in writing, by Maritrans Inc.Coopers & ▇▇▇▇▇▇▇, or the Company’s independent certified public accountant immediately prior to the Change of Control Control, if other than Coopers & ▇▇▇▇▇▇▇, (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both to the Company and the Employee within 10 ten (10) days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his his/her sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this SectionSection 10. Within five (5) days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Termination of Employment, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Employee which the Employee shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by the Employee to the Company if and 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 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 Employee together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection paragraphs (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to subsection paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “"Payment”"), would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to the Reduced Amount. The “"Reduced Amount” " shall be an amount expressed in present value value, which maximizes the aggregate present value of Agreement Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section 1011, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 11 shall be made by Maritrans Inc.’s Ernst & Young (or the Company's independent public accountant immediately prior to the Change of Control if other than Ernst & Young (the “"Accounting Firm”")), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s 's determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which have not been made by the Company could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. Within two years after the Termination of Employment, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Employee which the Employee shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the "Federal Rate"); provided, however, that no amount shall be payable by the Employee to the Company if and 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 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 Employee together with interest at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection subsections (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection subsections (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.the Company’s independent public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection subsections (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by Maritrans Inc the Company or the Company Bank to or for the benefit of the Employeeyou, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee you to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee you pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 103, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 3 shall be made made, in writing, by Maritrans Inc.the Company’s independent certified public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both to the Company and the Employee you within 10 ten (10) days of the Termination Datedate of termination. Any such determination by the Accounting Firm shall be binding upon the Company and the Employeeyou. The Employee You shall in his your sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this SectionSection 3, which determination shall be made by delivery of written notice to the Company within 10 days of your receipt of the determination of the Accounting Firm. Within five (5) days after the Employee’s your timely determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee you, such amounts as are then due to the Employee you under this Agreement. In the event you do not make such timely determination then within 15 days after Company’s receipt of the determination of the Accounting Firm, the Company in its sole discretion may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of you such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to you which you shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by you to the Company if and 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 Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of you together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection paragraphs (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to subsection paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that if it shall be is determined that any payment portion of the sum of (i) the amounts paid or distribution by Maritrans Inc or payable to the Company to Executive or for the Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the Employeevalue of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, whether paid or payable or distributed or distributable pursuant along with Agreement Benefits, referred to as "Benefits"), is likely to result in the imposition of a tax to the terms of this Agreement Executive or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of his estate under Code Section 280G 4999 of the Internal Revenue Code of 1986, as amended from time to time (the “"Code”"), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable the Agreement Benefits yet to or for be paid to the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Executive shall be reduced (but not below zero) to the Reduced Amount. The “For purposes of this Agreement, "Reduced Amount” " shall be an amount expressed in present value which as a single sum that maximizes the aggregate present value of Agreement Payments Benefits previously paid and yet to be paid to the Executive without causing the aggregate of any Payment Benefits previously paid and yet to be paid to the Executive to be subject to taxation to the taxation Executive or his estate under Section 4999 of the Code. For purposes The provisions of this Section 10, present value subsection (a) and subsection (b) shall be determined applied in accordance a manner that is consistent with Section 280G(d)(4the provisions of subsection (c) below, and to the extent required, the provisions of subsection (c) shall supersede the Codeprovisions of this subsection (a) and subsection (b) to permit such consistency. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.’s independent public accountant immediately prior to the Change of Control (the “Accounting Firm”)If, which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall determined in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced a manner consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (ba) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct Agreement Benefits in excess of the Accounting Firm.Reduced Amount are paid to the Executive or for his benefit, or the Internal Revenue Service asserts that the amount of Benefits received by the Executive or for his benefit are in excess of the amounts not subject to tax under Section 4999 of the Code, and such assertion is determined to have a high probability of being successful, such excess amounts (hereinafter referred to as "Overpayments") shall be treated for all purposes as a loan to the Executive. The amount treated as a loan, together with interest at the applicable federal rate

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “"Payment”"), would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made made, in writing, by Maritrans Inc.’s PricewaterhouseCoopers LLP, or the Company's independent certified public accountant immediately prior to the Change of Control Control, if other than PricewaterhouseCoopers LLP, (the “"Accounting Firm”"), which firm shall provide its determinations and any supporting calculations in writing to both to the Company and the Employee within 10 ten (10) days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.the

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee▇▇▇▇▇▇, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “"Payment”"), would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and that it would be economically advantageous to the Employee ▇▇▇▇▇▇ to reduce the Payment to avoid or to reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee ▇▇▇▇▇▇ pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. Each of BPLSC, BAC and BMC covenant and agree that it shall use its best efforts to obtain a vote of more than 75% of its owners, or of the unitholders of BPLP, as applicable, pursuant to the requirements of Section 280G(b)(5)(B) of the Code, in order to preclude the limitations of this Section from applying; provided, however, that nothing contained herein shall result in BPLSC, BAC, BMC or BPLP being required to pay any taxes imposed on ▇▇▇▇▇▇ by reason of the provisions of Section 4999 of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.’s Deloitte & Touche (or the Company's independent public accountant immediately prior to the Change change of Control control if other than Deloitte & Touche (the “"Accounting Firm”")), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee ▇▇▇▇▇▇ within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section▇▇▇▇▇▇. Within five days after the Employee’s this determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee ▇▇▇▇▇▇ such amounts as are then due to the Employee ▇▇▇▇▇▇ under this Agreement. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which have not been made by the Company could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. Within two years after the Termination of Employment, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to ▇▇▇▇▇▇ which ▇▇▇▇▇▇ shall repay to the Company together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code (the "Federal Rate"); provided, however, that no amount shall be payable by ▇▇▇▇▇▇ to the Company if and 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 Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of ▇▇▇▇▇▇ together with interest at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection subsections (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection subsections (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made made, in writing, by Maritrans Inc.PricewaterhouseCoopers LLP, or the Company’s independent certified public accountant immediately prior to the Change of Control Control, if other than PricewaterhouseCoopers LLP, (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both to the Company and the Employee within 10 ten (10) days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.the

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that if it shall be is determined that any payment portion of the sum of (i) the amounts paid or distribution by Maritrans Inc or payable to the Company to Executive or for the Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the Employeevalue of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, whether paid or payable or distributed or distributable pursuant along with Agreement Benefits, referred to as "Benefits"), is likely to result in the imposition of a tax to the terms of this Agreement Executive or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of his estate under Code Section 280G 4999 of the Internal Revenue Code of 1986, as amended from time to time (the “"Code”"), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable the Agreement Benefits yet to or for be paid to the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) Executive shall be reduced (but not below zero) to the Reduced Amount. The “For purposes of this Agreement, "Reduced Amount” " shall be an amount expressed in present value which as a single sum that maximizes the aggregate present value of Agreement Payments Benefits previously paid and yet to be paid to the Executive without causing the aggregate of any Payment Benefits previously paid and yet to be paid to the Executive to be subject to taxation to the taxation Executive or his estate under Section 4999 of the Code. For purposes The provisions of this Section 10, present value subsection (a) and subsection (b) shall be determined applied in accordance a manner that is consistent with Section 280G(d)(4the provisions of subsection (c) below, and to the extent required, the provisions of subsection (c) shall supersede the Codeprovisions of this subsection (a) and subsection (b) to permit such consistency. (b) All determinations If, determined in a manner consistent with subsection (a) above, Agreement Benefits in excess of the Reduced Amount are paid to be made the Executive or for his benefit, or the Internal Revenue Service asserts that the amount of Benefits received by the Executive or for his benefit are in excess of the amounts not subject to tax under this Section 10 4999 of the Code, and such assertion is determined to have a high probability of being successful, such excess amounts (hereinafter referred to as "Overpayments") shall be made by Maritrans Inc.’s independent public accountant immediately prior treated for all purposes as a loan to the Change Executive. The amount treated as a loan, together with interest at the applicable federal rate provided for in Section 1274(d) of Control (the “Accounting Firm”)Code, which firm shall provide its determinations and any supporting calculations both be paid by the Executive to the Company and as soon as practicable following the Employee within 10 days date the Executive is notified in writing of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this AgreementOverpayments. (c) All In the event that payment of any Benefits would result in all or a portion of such payment to be subject to excise tax under Section 4999 of the fees and expenses Code, then the Executive's payment shall be either (i) the full payment or (ii) such lesser amount which would result in no portion of the Accounting Firm in performing the determinations referred payment being subject to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct excise tax under Section 4999 of the Accounting Firm.Code, whichever of

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc Inc. or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.’s independent public accountant immediately prior to the Change of Control (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this Section. Within five days after the Employee’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such amounts as are then due to the Employee under this Agreement. (c) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection (b) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection (b) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined as set forth herein that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and that it would be economically advantageous to the Employee to reduce the Payment to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “Agreement Payments”) shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 10, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 shall be made by Maritrans Inc.made, in writing, to KPMG LLP, or the Company’s independent certified public accountant immediately prior to the Change of Control Control, if other than KPMG LLP, (the “Accounting Firm”), which firm shall provide its determinations and any supporting calculations in writing to both to the Company and the Employee within 10 ten (10) days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall in his or her sole discretion determine which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this SectionSection 10, which determination shall be made by delivery of written notice to the Company within 10 days of Employee’s receipt of the determination of the Accounting Firm. Within five (5) days after the Employee’s timely determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee Employee, such amounts as are then due to the Employee under this Agreement. In the event Employee does not make such timely determination then within 15 days after Company’s receipt of the determination of the Accounting Firm, the Company in its sole discretion may pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee such portion of the Agreement Payments as it may deem appropriate, but no less than the Reduced Amount. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments, as the case may be, will have been made by the Company which should not have been made (“Overpayment”) or that additional Agreement Payments which have not been made by the Company could have been made (“Underpayment”), in each case, consistent with the calculations required to be made hereunder. Within two (2) years after the Separation from Service, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm determines that an Overpayment has been made, any such Overpayment shall be treated for all purposes as a loan to the Employee which the Employee shall repay to the Company together with interest at the applicable Federal rate provided for in Section 7872(f)(2) of the Code (the “Federal Rate”); provided, however, that no amount shall be payable by the Employee to the Company if and 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 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 Employee together with interest thereon at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection paragraphs (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses of any nature resulting from or relating to its determinations pursuant to subsection paragraphs (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful misconduct of the Accounting Firm.

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that it shall be determined that any payment or distribution by Maritrans Inc or the Company to or for the benefit of the EmployeeExecutive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “"Payment”"), would constitute an “"excess parachute payment” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and that it Executive would be economically advantageous to the Employee to reduce receive a greater net amount if the Payment to Executive were reduced to avoid or reduce the taxation of excess parachute payments under Section 4999 of the Code, the aggregate present value of amounts payable or distributable to or for the benefit of the Employee Executive pursuant to this Agreement (such payments or distributions pursuant to this Agreement are hereinafter referred to as “"Agreement Payments”") shall be reduced (but not below zero) to 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 subject to the taxation under Section 4999 of the Code. For purposes of this Section 106, present value shall be determined in accordance with Section 280G(d)(4) of the Code. (b) All determinations to be made under this Section 10 6 shall be made by Maritrans Inc.’s the Company's independent public accountant immediately prior to the Change of Control (the “"Accounting Firm”"), which firm shall provide its determinations and any supporting calculations both to the Company and the Employee Executive within 10 days of the Termination Date. Any such determination by the Accounting Firm shall be binding upon the Company and the Employee. The Employee shall Executive; provided, however, that Executive shall, in his sole discretion discretion, determine whether, which and how much of the Agreement Payments shall be eliminated or reduced consistent with the requirements of this SectionSection 6. Within five days after the Employee’s Executive's determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of the Employee Executive such amounts as are then due to the Employee Executive under this Agreement. (c) As a result of the uncertainty in the application of Section 280G of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Agreement Payments will have been made by the Company which should not have been made ("Overpayment") or that additional Agreement Payments which have not been made by the Company could have been made ("Underpayment"), in each case, consistent with the calculations required to be made hereunder. Within two years after the Termination of Employment, the Accounting Firm shall review the determination made by it pursuant to the preceding paragraph. In the event that the Accounting Firm 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) of the Code (the "Federal Rate"); provided, however, that no amount shall be payable by Executive to the Company if and to the extent such payment would not increase the net amount which is payable to Executive after taking into account the provisions of Section 4999 of the Code. In the event that the Accounting Firm determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive together with interest at the Federal Rate. (d) All of the fees and expenses of the Accounting Firm in performing the determinations referred to in subsection subsections (b) and (c) above shall be borne solely by the Company. The Company agrees to indemnify and hold harmless the Accounting Firm of and from any and all claims, damages and expenses resulting from or relating to its determinations pursuant to subsection subsections (b) and (c) above, except for claims, damages or expenses resulting from the gross negligence or willful wilful misconduct of the Accounting Firm.