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 the Accounting Firm (as defined below) shall determine that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced 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 Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments and benefits that have a Parachute Value as follows: Section 5(a)(4); Section 5(a)(1)(D); and Section 5(a)(1)(C), in each case, beginning with payments or benefits that constitute deferred compensation and reducing first those that are to be paid or provided the farthest in time, based on the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any portion of the sum of (i) the amounts paid or payable to Executive or for Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the value of all other benefits received or to be received by Executive or for Executive's benefit (collectively, along with Agreement Benefits, referred to as "Benefits"), is likely to result in the event imposition of a tax upon Executive or his estate under Section 4999 of the Accounting Firm Internal Revenue Code of 1986, as amended front time to time (the "Code"), the aggregate present value of the Agreement Benefits yet to be paid to Executive shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Agreement, "Reduced Amount" shall be an amount expressed as defined a single sum that maximizes the aggregate present value of Agreement Benefits previously paid and yet to be paid to Executive without causing the aggregate of any Agreement Benefits previously paid and yet to be paid to Executive to be subject to taxation to Executive or his estate under Section 4999 of the Code. The provisions of this subsection (a) and subsection (b) below 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 determine supersede the provisions of subsection (a) and subsection (b) to permit such consistency. (b) If, determined in a manner consistent with subsection (a) above, Agreement Benefits in excess of the Reduced Amount are paid to Executive or for his benefit, or the Internal Revenue Service asserts that receipt the amount of Agreement Benefits received by 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 "Overpayment") shall be treated for all Payments (purposes as defined belowa loan to Executive. The amount treated as a loan, together with interest at the applicable federal rate provided for in Section 1274(d) would subject of the Code shall be paid by Executive to the Company as soon as practicable following the date Executive is notified in writing of such Overpayments. Notwithstanding the foregoing, if on or after the time the Overpayment is made, any applicable law or regulation forbids a loan to Executive by the Company, this provision by shall be revised by Company counsel to be in accordance with such law or regulation, such revision subject to Executive's consent to the revision, such consent not to be unreasonably withheld. (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 Executive's payment shall be either (i) the Accounting Firm shall determine whether to reduce any full payment or (ii) such lesser amount which would result in no portion of the Payments paid 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 Executive's receipt, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or payable pursuant to this Agreement (some portion of the “Agreement Payments”) so that payment may be taxable under Section 4999 of the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced 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 Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderCode. (bd) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations required to be made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, Amendment shall be made by reducing a nationally recognized accounting firm selected by the Agreement Payments and benefits that have a Parachute Value as follows: Section 5(a)(4Company (the "Accounting Firm"); Section 5(a)(1)(D); and Section 5(a)(1)(C), in each case, beginning with payments or benefits that constitute deferred compensation and reducing first those that are to be paid or provided the farthest in time, based on . The Company shall cause the Accounting Firm’s determinationFirm to provide detailed supporting calculations of its determinations to Executive and the Company. All reasonable fees and expenses of the Accounting Firm shall be borne solely equally by Executive and the Company. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any portion of the sum of (i) the amounts paid or payable to the Executive or for the Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the value of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, along with Agreement Benefits, referred to as "Benefits"), is likely to result in the event imposition of a tax to the Accounting Firm Executive or his estate under Code Section 4999 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), the aggregate present value of the Agreement Benefits yet to be paid to the Executive shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Agreement, "Reduced Amount" shall be an amount expressed as defined below) shall determine a single sum that receipt maximizes the aggregate present value of all Payments (as defined below) would subject Agreement Benefits previously paid and yet to be paid to the Executive without causing the aggregate of any Benefits previously paid and yet to be paid to the Executive to be subject to taxation to the excise Executive or his estate under Section 4999 of the Code. The provisions of this 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 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 4999 of the Code, the Accounting Firm shall determine whether and such assertion is determined to reduce any of the Payments paid or payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt high probability of being successful, such excess amounts (hereinafter referred to as defined below) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments"Overpayments") shall be reducedtreated for all purposes as a loan to the Executive. The reduction of amount treated as a loan, together with interest at the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments and benefits that have a Parachute Value as follows: Section 5(a)(4); Section 5(a)(1)(D); and Section 5(a)(1)(C), in each case, beginning with payments or benefits that constitute deferred compensation and reducing first those that are to be paid or provided the farthest in time, based on the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:applicable federal rate

Certain Reduction of Payments. (a) Anything In the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments under the Agreement and any other arrangement shall be reduced (but not below zero) to the contrary notwithstandingReduced Amount (defined below), in provided that the event reduction shall be made only if the Accounting Firm (as described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement and any other arrangement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) shall determine that receipt of all Payments (as defined below) would subject the Executive to Code. The term “Excise Tax” means the excise tax imposed under Section section 4999 of the Code, the Accounting Firm together with any interest or penalties imposed with respect to such excise tax. The Company shall determine whether to reduce any of the Payments paid or by first reducing Payments that are not payable in cash and then by reducing cash Payments. Any Payment reductions made pursuant to this Agreement subsection (the “Agreement Payments”a) so that the Parachute Value (as defined below) of all Payments, shall be nondiscretionary and made in the aggregate, equals the Safe Harbor Amount manner that (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined belowi) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments least reduces economic value to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and (ii) amounts payable at different times with the same value shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Terminationreduced pro-rata. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only Only amounts payable under this Agreement (and no other Payments) shall be reducedreduced pursuant to this subsection (a). The reduction of the amounts payable hereunder, if applicable, All determinations to be made under this subsection (b) shall be made by reducing an independent certified public accounting firm or other expert selected by Essential no later than immediately prior to the Agreement Payments and benefits that have a Parachute Value as follows: Section 5(a)(4); Section 5(a)(1)(D); and Section 5(a)(1)(Cconsummation of the Change in Control (the “Accounting Firm”), which shall provide its determinations and any supporting calculations both to Essential and the Executive no later than 60 days of the Change in each case, beginning with payments or benefits that constitute deferred compensation and reducing first those that are to be paid or provided the farthest in time, based on Control. Any such determination by the Accounting Firm’s determinationFirm shall be binding upon Essential and the Executive. All reasonable of the fees and expenses of the Accounting Firm in performing the determinations referred to in this subsection (b) shall be borne solely by the CompanyEssential. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any portion of the sum of (i) the amounts paid or payable to the Executive or for the Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the value of all other benefits received or to be received by the Executive or for the Executive's benefit (collectively, along with Agreement Benefits, referred to as "Benefits"), is likely to result in the event imposition of a tax to the Accounting Firm Executive or his estate under Code Section 4999 of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), the aggregate present value of the Agreement Benefits yet to be paid to the Executive shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Agreement, "Reduced Amount" shall be an amount expressed as defined belowa single sum that maximizes the aggregate present value of Agreement Benefits previously paid and yet to be paid to the Executive without causing the aggregate of any Benefits previously paid and yet to be paid to the Executive to be subject to taxation to the Executive or his estate under Section 4999 of the Code. The provisions of this subsection (a) and subsection (b) shall determine be applied in a manner that receipt 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 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 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 Payments (purposes as defined belowa loan to the Executive. The amount treated as a loan, together with interest at the applicable federal rate provided for in Section 1274(d) would subject 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 Accounting Firm Executive's payment shall determine whether to reduce any be either (i) the full payment or (ii) such lesser amount which would result in no portion of the Payments paid or payable pursuant payment being subject to this Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced 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 Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments and benefits that have a Parachute Value as follows: Section 5(a)(4); Section 5(a)(1)(D); and Section 5(a)(1)(C), in each case, beginning with payments or benefits that constitute deferred compensation and reducing first those that are to be paid or provided the farthest in time, based on the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations excise tax under Section 280G 4999 of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:whichever of

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 the Accounting Firm (as defined below) shall determine that receipt Company to or for the benefit of all Payments (as defined below) would subject the Executive Officer, whether paid or payable or distributed or distributable pursuant to the excise tax terms of this Agreement or otherwise (the "Payment"), would constitute an "excess parachute payment" within the meaning of Section 280G of the Code, and that Officer would receive a greater net amount if the Payment to Officer were reduced to avoid the taxation of excess parachute payments under Section 4999 of the Code, the Accounting Firm shall determine whether aggregate present value of amounts payable or distributable to reduce any or for the benefit of the Payments paid or payable Officer pursuant to this Agreement shall be reduced (but not below zero) to the “Agreement Payments”) so Reduced Amount. The "Reduced Amount" shall be an amount expressed in present value that maximizes the Parachute Value (as defined belowaggregate present value of Payments without causing any Payment to be subject to the taxation under Section 4999 of the Code. For purposes of this Section I, paragraph 2(b), present value shall be determined in accordance with Section 280G(d)(4) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below)Code. The Agreement Payments shall be so reduced only if in the Accounting Firm determines that following order to eliminate the Executive would have a greater Net After-Tax Receipt "excess parachute payments" to the Reduced Amount: (as defined belowA) of aggregate Payments if restricted share units under the Agreement Payments were so reduced. If Northeast Utilities Incentive Plan, or any program thereunder, (B) performance units under the Accounting Firm determines that Northeast Utilities Incentive Plan, or any program thereunder, (C) severance provided under this Agreement, and (D) all other payments to the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderOfficer. (bii) If All determinations to be made under this Section I, paragraph 2(b) shall be made by the Company’s independent public accountant (the "Accounting Firm determines that aggregate Agreement Payments should be reduced so that Firm") within 10 days of the Parachute Value Termination Date of all PaymentsOfficer, in the aggregate, equals the Safe Harbor Amount, which firm shall provide its determinations and any supporting calculations both to the Company shall promptly give the Executive notice to that effect and a copy Officer within 10 days of the detailed calculation thereofTermination Date of Officer. All determinations made Any such determination by the Accounting Firm under this Section 8 shall be binding upon the Company and Officer; provided, however, that Officer shall, in Officer’s sole discretion, determine whether, which and how much of the Executive and Payments shall be made eliminated or reduced consistent with the requirements of this Section I, paragraph 2(b). Within fifteen days after Officer’s determination, the Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Officer such amounts as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable are then due to Officer under this Agreement (and no other Paymentssubject to any restrictions under Section I, paragraph 2(a) shall be reduced. The reduction of the amounts payable 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. (iii) 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, if applicable, shall be it is possible that Payments will have been made by reducing the Agreement Company that should not have been made ("Overpayment") or that additional Payments and benefits that have a Parachute Value as follows: Section 5(a)(4); Section 5(a)(1)(D); and Section 5(a)(1)(Cnot been made by the Company could have been made ("Underpayment"), in each case, beginning consistent with payments or benefits that constitute deferred compensation and reducing first those that are the calculations required to be paid or provided made hereunder. Within two years after the farthest in timeTermination of Employment of any Officer, based on the Accounting Firm’s determinationFirm 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 reasonable of the fees and expenses of the Accounting Firm in performing the determinations referred to in Section I, subparagraphs 2(b)(ii) and 2(b)(iii) above shall be borne solely by the Company. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:

Certain Reduction of Payments.  (a) Anything In the event that it shall be determined that any payment or distribution in the nature of compensation (within the meaning of section 280G(b)(2) of the Code) to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”), would constitute an “excess parachute payment” within the meaning of section 280G of the Code, the aggregate present value of the Payments under the Agreement shall be reduced (but not below zero) to the contrary notwithstandingReduced Amount (defined below), in provided that the event reduction shall be made only if the Accounting Firm (as described below) determines that the reduction will provide the Executive with a greater net after-tax benefit than would no reduction. The “Reduced Amount” shall be an amount expressed in present value which maximizes the aggregate present value of Payments under this Agreement without causing any Payment under this Agreement to be subject to the Excise Tax (defined below), determined in accordance with section 280G(d)(4) shall determine that receipt of all Payments (as defined below) would subject the Executive to Code. The term “Excise Tax” means the excise tax imposed under Section section 4999 of the Code, the Accounting Firm together with any interest or penalties imposed with respect to such excise tax. The Company shall determine whether to reduce any of the Payments paid or under this Agreement by first reducing Payments that are not payable in cash and then by reducing cash Payments. Any Payment reductions made pursuant to this Agreement subsection (the “Agreement Payments”a) so that the Parachute Value (as defined below) of all Payments, shall be nondiscretionary and made in the aggregate, equals the Safe Harbor Amount manner that (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined belowi) of aggregate Payments if the Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments least reduces economic value to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and (ii) amounts payable at different times with the same value shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Terminationreduced pro-rata. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only Only amounts payable under this Agreement (and no other Payments) shall be reducedreduced pursuant to this subsection (b). The reduction of the amounts payable hereunder, if applicable, All determinations to be made under this subsection (b) shall be made by reducing an independent certified public accounting firm selected by Essential immediately prior to the Agreement Payments and benefits that have a Parachute Value as follows: Section 5(a)(4); Section 5(a)(1)(D); and Section 5(a)(1)(CChange in Control (the “Accounting Firm”), which shall provide its determinations and any supporting calculations both to Essential and the Executive within 60 days of the Change in each case, beginning with payments or benefits that constitute deferred compensation and reducing first those that are to be paid or provided the farthest in time, based on Control. Any such determination by the Accounting Firm’s determinationFirm shall be binding upon Essential and the Executive. All reasonable of the fees and expenses of the Accounting Firm in performing the determinations referred to in this subsection (b) shall be borne solely by the Company. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8:Essential. 

Certain Reduction of Payments. (a) Anything in this Agreement to the contrary notwithstanding, if it is determined that any portion of the sum of (i) the amounts paid or payable to Executive or for Executive's benefit under the Agreement (the "Agreement Benefits") and (ii) the amount of all other payments, and the value of all other benefits received or to be received by Executive or for Executive's benefit (collectively, along with Agreement Benefits, referred to as "Benefits"), is likely to result in the event imposition of a tax upon Executive or his estate under Section 4999 of the Accounting Firm Internal Revenue Code of 1986, as amended front time to time (the "Code"), the aggregate present value of the Agreement Benefits yet to be paid to Executive shall be reduced (but not below zero) to the Reduced Amount. For purposes of this Agreement, "Reduced Amount" shall be an amount expressed as defined a single sum that maximizes the aggregate present value of Agreement Benefits previously paid and yet to be paid to Executive without causing the aggregate of any Agreement Benefits previously paid and yet to be paid to Executive to be subject to taxation to Executive or his estate under Section 4999 of the Code. The provisions of this subsection (a) and subsection (b) below 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 determine supersede the provisions of subsection (a) and subsection (b) to permit such consistency. (b) If, determined in a manner consistent with subsection (a) above, Agreement Benefits in excess of the Reduced Amount are paid to Executive or for his benefit, or the Internal Revenue Service asserts that receipt the amount of Agreement Benefits received by 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 "Overpayment ") shall be treated for all Payments (purposes as defined belowa loan to Executive. The amount treated as a loan, together with interest at the applicable federal rate provided for in Section 1274(d) would subject of the Code shall be paid by Executive to the Company as soon as practicable following the date Executive is notified in writing of such Overpayments. Notwithstanding the foregoing, if on or after the time the Overpayment is made, any applicable law or regulation forbids a loan to Executive by the Company, this provision by shall be revised by Company counsel to be in accordance with such law or regulation, such revision subject to Executive's consent to the revision, such consent not to be unreasonably withheld. (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 Executive's payment shall be either (i) the Accounting Firm shall determine whether to reduce any full payment or (ii) such lesser amount which would result in no portion of the Payments paid 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 Executive's receipt, on an after-tax basis, of the greatest amount of the payment notwithstanding that all or payable pursuant to this Agreement (some portion of the “Agreement Payments”) so that payment may be taxable under Section 4999 of the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced 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 Agreement Payments were so reduced. If the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderCode. (bd) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, the Company shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations required to be made by the Accounting Firm under this Section 8 shall be binding upon the Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Date of Termination. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, Amendment shall be made by reducing a nationally recognized accounting firm selected by the Agreement Payments and benefits that have a Parachute Value as follows: Section 5(a)(4Company (the "Accounting Firm"); Section 5(a)(1)(D); and Section 5(a)(1)(C), in each case, beginning with payments or benefits that constitute deferred compensation and reducing first those that are to be paid or provided the farthest in time, based on . The Company shall cause the Accounting Firm’s determinationFirm to provide detailed supporting calculations of its determinations to Executive and the Company. All reasonable fees and expenses of the Accounting Firm shall be borne solely equally by Executive and the Company. (c) To the extent requested by the Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services provided or to be provided by the Executive (including, without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, before, on or after the date of a change in ownership or control of the Company (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under Section 280G of the Code in accordance with Q&A-5(a) of the final regulations under Section 280G of the Code. (d) The following terms shall have the following meanings for purposes of this Section 8: