Common use of Certain Reductions in Payments Clause in Contracts

Certain Reductions in Payments. (i) Notwithstanding anything in this to the contrary, if the Accounting Firm shall determine that receipt of all Payments 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 the 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 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. (ii) 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 5(c) shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. 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 the 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 that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines 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 Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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. (iib) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date of the Executive’s termination of employment. (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 9, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i6(a)(iv), (2ii) the cash Termination Payment described under Section 5(b6(a)(i)(B), (iii) Section 6(a)(i)(C), (iv) Section 6(a)(i)(A)(2) and (3v) subsidized COBRA continuation coverage as provided under Section 4(b)(ii6(a)(iii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiid) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that which the Accounting Firm believes has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) Company, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that If the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 9, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date Change in Control, including any noncompetition provisions that may apply to the Executive (whether set forth in this Agreement or otherwise), and the Company shall cooperate in the valuation of a change in ownership or control any such services, including any noncompetition provisions. (f) All fees and expenses of the Company (within Accounting Firm in implementing the meaning provisions of Q&A-2(b) of this Section 9 shall be borne by 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 CodeCompany.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines 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 Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced (the “Reduced Payments”) 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. (iib) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date that there has been an Agreement Payment that would subject the Executive to the tax under Section 4999 of the Code (the “Excise Tax”). (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 8, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits any Payments under Section 4(b)(i5(b)(v) (Continuation of Benefits), (2ii) the cash Termination Payment described any Payments under Section 5(b5(b)(iii) (Pro-Rata Bonus), (iii) any Payments under Section 5(b)(ii) (Unpaid Bonus), (iv) any Payments under Section 5(b)(iv) (Acceleration of Vesting), and (3iv) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses any other cash Agreement Payments that would be made upon a termination of the Accounting Firm shall Executive’s employment, beginning with payments that would be borne solely by the Companymade last in time. (iiid) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that, under circumstances where the initial determination resulted in Reduced Payments, the Internal Revenue Service may later determine such reduction was not large enough to avoid the Excise Tax on the Payments (making the Net After-Tax Receipt of aggregate Payments less than if no reduction had occurred). Under such circumstances, in the event that amounts will have been the Internal Revenue Service or a court, as applicable, finally and in a decision that has become unappealable or a decision which is nonfinal but which the Company elects not to appeal, determines that the Payments are subject to the Excise Tax, the amount of the Reduced Payments shall be paid or distributed by the Company to or for the benefit of the Executive pursuant within 30 days of such final determination; provided that (i) the Executive shall not initiate any proceeding or other contests regarding these matters, other than at the direction of the Company, and shall provide notice to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to of any proceeding or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency other contest regarding these matters initiated by the Internal Revenue Service against and (ii) the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive entitled to the Company direct and control all such proceedings and other contests, if it commits to do so, it shall pay all fees (as applicableincluding without limitation legal and other professional fees) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interestassociated therewith. (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 8, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date of a change in ownership control, including the non-competition provisions applicable to the Executive under Section 9(d) and any other non-competition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. (f) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by the Company. (g) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Agreement Payments, the Executive shall permit the Company to control issues related to the Agreement Payments or any excise tax thereon, provided that such issues do not potentially materially adversely affect the Executive. If the Company commits to control such issues, it shall pay all fees (including without limitation legal and other professional fees) associated therewith. In the event of any conference with any taxing authority as to the Agreement Payments, any excise tax thereon, or associated income taxes, the Executive shall permit the representative of the Company (within to accompany the meaning of Q&A-2(b) Executive, and the Executive and any representative of the final regulations under Section 280G of Executive shall cooperate with the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 Company 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 Codeits representative.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this the Agreement to the contrarycontrary notwithstanding, if 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 the 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 For purposes of all present-value determinations required to be so reduced only if made under this Section 8, the Accounting Firm determines that Company and the Executive would have a greater Net Afterelect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-Tax Receipt 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 reduced280G, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderQ&A-32. (iib) 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateDate 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 the 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 that are parachute payments in the following order: (1) outplacement benefits cash payments under Section 4(b)(i)5(a)(1) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (2) the cash Termination Payment described payments under Section 5(b)5(a)(1) that do constitute deferred compensation, and (3) subsidized COBRA continuation coverage as in each case, beginning with the payments or benefits that are to be paid or provided under Section 4(b)(ii)the farthest in time from the Date of Termination or if later, the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivc) To the extent requested by the Executive, the Company and the Affiliated Entities 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 Reductions in Payments. (ia) Notwithstanding anything Anything in this the Agreement to the contrarycontrary notwithstanding, if 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 the 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 For purposes of all present-value determinations required to be so reduced only if made under this Section 8, the Accounting Firm determines that Company and the Executive would have a greater Net Afterelect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-Tax Receipt 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 reduced280G, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderQ&A-32. (iib) 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateDate 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 the 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 that are parachute payments in the following order: (1) outplacement benefits cash payments under Section 4(b)(i)5(a)(1) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (2) the cash Termination Payment described payments under Section 5(b)5(a)(1) that do constitute deferred compensation, and (3) subsidized COBRA continuation coverage as in each case, beginning with the payments or benefits that are to be paid or provided under Section 4(b)(ii)the farthest in time from the Date of Termination or if later, the Accounting Firm's determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivc) To the extent requested by the Executive, the Company and the Affiliated Entities 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 '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 Reductions in Payments. (a) In the event that any payment received or to be received by Executive pursuant to this Agreement (“Payment”) would (i) Notwithstanding anything in constitute a “parachute payment” within the meaning of Section 280G of the Code and (ii) but for this to the contrarysubsection (a), if the Accounting Firm shall determine that receipt of all Payments would be subject the Executive to the excise tax under imposed by Section 4999 of the Code, or any comparable federal, state, local or foreign excise tax (such excise tax, together with any interest and penalties, is hereinafter referred to as the Accounting Firm “Excise Tax”), then, subject to the provisions of subsection (b) hereof, such Payment shall determine whether to reduce any of the Payments paid or payable be either (A) delivered in full pursuant to the Agreement terms of this Agreement, or (B) delivered as to such lesser extent which would result in no portion of such severance payments and other benefits being subject to the Excise Tax (“Agreement PaymentsReduced Amount”) so that ), whichever of the Parachute Value foregoing amounts, taking into account the applicable federal, state, local and foreign income, employment and other taxes and the Excise Tax (as defined below) of all Paymentsincluding, without limitation, any interest or penalties on such taxes), results in the aggregatereceipt by the Executive, equals on an after-tax basis, of the Safe Harbor Amount (as defined below)greatest amount of severance payments and benefits provided for hereunder, notwithstanding that all or some portion of such severance payments and benefits may be subject to the Excise Tax. The Agreement Payments shall be so reduced only if Unless the Accounting Firm determines that Company and the Executive would have a greater Net After-Tax Receipt 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 reducedotherwise agree in writing, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. (ii) 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 any determination required under this Section 5(c) 4.4 shall be made by independent tax counsel designated by the Company and reasonably acceptable to Executive (“Independent Tax Counsel”), whose determination shall be conclusive and binding upon the Company, the Affiliated Entities Executive and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateCompany for all purposes. For purposes of reducing making the Agreement Payments so that calculations required under this Section 4.4, Independent Tax Counsel may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Parachute Value application of all Payments, in Sections 280G and 4999 of the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reducedCode. The Company and Executive shall furnish to Independent Tax Counsel such information and documents as Independent Tax Counsel may reasonably request in order to make a determination under this Section 4.4. The Company shall bear all costs that Independent Tax Counsel may reasonably incur in connection with any calculations contemplated by this Section 4.4. In the event that Section 4.4(a)(ii)(B) above applies, any reduction of the amounts payable hereunder, if applicable, in Payments to be otherwise received by Executive shall be made by reducing the Agreement Payments that are parachute payments occur in the following order: (1) outplacement benefits under Section 4(b)(i), reduction of cash payments; (2) the cash Termination Payment described under Section 5(b), reduction of vesting acceleration of equity awards; and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses reduction of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been other benefits paid or distributed by the Company provided to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”)Executive. In the event that acceleration of vesting of equity awards is to be reduced, such acceleration of vesting shall be cancelled in the Accounting Firmreverse order of the date of grant for Executive’s equity awards. If two or more equity awards are granted on the same date, based upon the assertion of each award will be reduced on a deficiency by pro-rata basis. If the Internal Revenue Service against (the Company or the Executive that the Accounting Firm believes has a high probability of success “IRS”) determines that an Overpayment has been madea Payment is subject to the Excise Tax, then subsection (b) hereof shall apply, and the enforcement of subsection (b) shall be the exclusive remedy to the Company.” (b) If, notwithstanding any reduction described in subsection (a) hereof (or in the absence of any such Overpayment paid or distributed by reduction), the Company to or IRS determines that Executive is liable for the benefit Excise Tax as a result of the receipt of one or more Payments, then Executive shall be repaid by obligated to pay back to the Executive Company, within thirty (30) days after a final IRS determination, an amount of such Payments equal to the “Repayment Amount.” The Repayment Amount with respect to such Payments shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive’s net proceeds with respect to such Payments (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take after taking into account the value of, services provided or to payment of the Excise Tax imposed on such Payments) shall be provided by maximized. Notwithstanding the Executive (including, without limitationforegoing, the Executive’s agreeing Repayment Amount with respect to refrain from performing services such Payments shall be zero ($0.00) if a Repayment Amount of more than zero ($0.00) would not eliminate the Excise Tax imposed on such Payments. If the Excise Tax is not eliminated 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 this subsection (within the meaning of Q&A-2(b) of the final regulations under Section 280G of the Code)b), such that payments in respect of such services may be considered reasonable compensation within Executive shall pay 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 CodeExcise Tax.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines 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 Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced (the “Reduced Payments”) 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. (iib) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date that there has been an Agreement Payment that would subject the Executive to the tax under Section 4999 of the Code (the “Excise Tax”). (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 8, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits any Payments under Section 4(b)(i5(b)(v) (Continuation of Benefits), (2ii) the cash Termination Payment described any Payments under Section 5(b5(b)(iii) (Pro-Rata Bonus), (iii) any Payments under Section 5(b)(ii) (Unpaid Bonus), (iv) any Payments under Section 5(b)(iv) (Acceleration of Vesting), and (3iv) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses any other cash Agreement Payments that would be made upon a termination of the Accounting Firm shall Executive’s employment, beginning with payments that would be borne solely by the Companymade last in time. (iiid) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that, under circumstances where the initial determination resulted in Reduced Payments, the Internal Revenue Service may later determine such reduction was not large enough to avoid the Excise Tax on the Payments (making the Net After-Tax Receipt of aggregate Payments less than if no reduction had occurred). Under such circumstances, in the event that amounts will have been the Internal Revenue Service or a court, as applicable, finally and in a decision that has become unappealable or a decision which is non-final but which the Company elects not to appeal, determines that the Payments are subject to the Excise Tax, the amount of the Reduced Payments shall be paid or distributed by the Company to or for the benefit of the Executive pursuant within 30 days of such final determination; provided that (i) the Executive shall not initiate any proceeding or other contests regarding these matters, other than at the direction of the Company, and shall provide notice to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to of any proceeding or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency other contest regarding these matters initiated by the Internal Revenue Service against and (ii) the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive entitled to the Company direct and control all such proceedings and other contests, if it commits to do so, it shall pay all fees (as applicableincluding without limitation legal and other professional fees) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interestassociated therewith. (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 8, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date of a change in ownership control, including the non-competition provisions applicable to the Executive under Section 9(d) and any other non-competition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. (f) All fees and expenses of the Accounting Firm in implementing the provisions of this Section 8 shall be borne by the Company. (g) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Agreement Payments, the Executive shall permit the Company to control issues related to the Agreement Payments or any excise tax thereon, provided that such issues do not potentially materially adversely affect the Executive. If the Company commits to control such issues, it shall pay all fees (including without limitation legal and other professional fees) associated therewith. In the event of any conference with any taxing authority as to the Agreement Payments, any excise tax thereon, or associated income taxes, the Executive shall permit the representative of the Company (within to accompany the meaning of Q&A-2(b) Executive, and the Executive and any representative of the final regulations under Section 280G of Executive shall cooperate with the Code)), such that payments in respect of such services may be considered reasonable compensation within the meaning of Q&A-9 Company 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 Codeits representative.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Code Section 4999 of the Code4999, the Accounting Firm shall determine whether to reduce any of the Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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. (iib) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, the Company Corporation 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 5(c) 5 shall be binding upon the Company, the Affiliated Entities Corporation and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date of the Executive’s termination of employment. (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 5, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits any Payments under Section 4(b)(i4(e), (2ii) the cash Termination Payment described any Payments under Section 5(b4(d), (iii) any Payments under Section 4(c)(2), (iv) any Payments under Section 4(b), (v) any Payments under Section 4(a), and (3vi) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses any other cash Agreement Payments that would be made upon a termination of the Accounting Firm shall Executive’s employment, beginning with payments that would be borne solely by the Companymade last in time. (iiid) As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company Corporation to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company Corporation to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company Corporation or the Executive that which the Accounting Firm believes has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company Corporation to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) Corporation, together with Interestinterest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section Code Sections 1 and Section 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, the Executive shall only be required to pay to the Corporation the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Corporation when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company Corporation to or for the benefit of the Executive Executive, together with Interestinterest at the applicable federal rate provided for in Code Section 7872(f)(2). (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 5, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date Change of a change Control, including any non-competition provisions that may apply to the Executive (whether set forth in ownership this Agreement or control otherwise), and the Corporation shall cooperate in the valuation of any such services, including any non-competition provisions. (f) All fees and expenses of the Company Accounting Firm in implementing the provisions of this Section 5 shall be borne by the Corporation, and the Corporation shall reimburse the Executive for all reasonable legal fees incurred with respect to the calculations under this Section 5 and any legal and accounting fees incurred with respect to disputes related thereto. (within g) In the meaning event of Q&A-2(bany controversy with the Internal Revenue Service (or other taxing authority) with regard to the Agreement Payments, the Executive shall permit the Corporation to control issues related to the Agreement Payments or any excise tax thereon, provided that such issues do not potentially materially adversely affect the Executive. In the event of any conference with any taxing authority as to the Agreement Payments, any excise tax thereon, or associated income taxes, the Executive shall permit the representative of the final regulations under Section 280G Corporation to accompany the Executive, and the Executive and any representative of the Code)), such that payments in respect of such services may be considered reasonable compensation within Executive shall cooperate with the meaning of Q&A-9 Corporation 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 Codeits representative.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that an independent, nationally recognized accounting firm designated by Employer prior to a Change in Control (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits, or distributions by Employer or its affiliates in the nature of compensation to or for Executive's benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 8), 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined belowbelow in Section 7(d)). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below in Section 7(d)) of aggregate Payments if the Executive's Agreement Payments were so reducedreduced to the Reduced Amount. If instead the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive's Agreement Payments were so reducedreduced to the Reduced Amount, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 8 be taken into account for purposes of the Accounting Firm's determination if it would reduce the Agreement Payments to be paid to Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore reduce any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 8 shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by Employer), and Employer shall cooperate in good faith in connection with any such valuation process. In no event shall this Section 7 or any other provision of this Agreement be construed to require the Employer to provide any tax gross-up for Executive's excise tax liability, if any, under Section 4999 of the Code. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company Employer shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 8, to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 7 shall be binding upon the Company, the Affiliated Entities Employer and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within thirty (30) days following the Termination Date. For purposes after a termination 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 the Agreement (and no other Payments) shall be reducedExecutive's employment. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections (and no other Payments) in the following order: (1i) outplacement benefits under Section 4(b)(i4(a), ; (2ii) the cash Termination Payment described under Section 5(b4(c), ; and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii4(g). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the CompanyEmployer. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company either Employer or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Executive shall pay any such Overpayment paid or distributed by to Employer together with interest at the Company to or applicable federal rate provided for the benefit in Section 7872(f)(2) of the Executive shall be repaid by the Executive to the Company (as applicable) together with InterestCode; provided, however, that no such repayment amount shall be required payable by Executive to Employer if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive (subject to Section 14) together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that any payment, distribution or other benefit provided by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) Notwithstanding anything in constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 ("the Code") and (ii) but for this to the contrarySection 7.8, if the Accounting Firm shall determine that receipt of all Payments would be subject the Executive to the excise tax under imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, in accordance with this Section 7.8, such Payments shall be reduced to the Accounting Firm shall determine whether to reduce any maximum amount that would result in no portion of the Payments paid or payable pursuant being subject to the Agreement Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the “Agreement Payments”Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Parachute Value Executive's net proceeds with respect to the Payments (as defined belowafter taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) of all Paymentsshall be maximized. If, notwithstanding any reduction described in this Section 7.8 (or in the aggregateabsence of any such reduction), equals the Safe Harbor Amount Internal Revenue Service (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm "IRS") determines that a Payment is subject to the Executive would have Excise Tax (or subject to a greater Net After-different amount of the Excise Tax Receipt of aggregate Payments if than determined by the Agreement Payments were so reducedCompany or the Executive), then Section 7.8(c) shall apply. If the Accounting Firm determines that the Executive would Excise Tax is not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedeliminated pursuant to this Section 7.8, the Executive shall receive all Agreement Payments to which pay the Executive is entitled hereunderExcise Tax. (iib) 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 under this Section 7.8 shall be made by the Accounting Firm under this Section 5(c) Company's independent auditors. Such auditors shall provide detailed supporting calculations both to the Company and Executive. Any such reasonable determination by the Company's independent auditors shall be binding upon the Company, Company and Executive. The Executive shall determine which and how much of the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in including without limitation any option acceleration benefits provide under this Agreement or any option ("Option Benefits"), as the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicablecase may be, shall be made by reducing eliminated or reduced consistent with the Agreement Payments that are parachute payments in the following order: requirements of this Section 7.8, provided that, if Executive does not make such determination within ten (110) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses business days of the Accounting Firm shall be borne solely receipt of the calculations made by the Company's independent auditors, the Company shall elect which and how much of the Option Benefits or other Payments, as the case may be, shall be eliminated or reduced consistent with the requirements of this Section 7.8, and then the Company shall notify Executive promptly of such election. Within five (5) business days thereafter, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement. (iiic) As a result of the uncertainty in the application of Section 4999 280G of the Code at the time of the initial determination by the Accounting Firm Company's independent auditors hereunder, it is possible that amounts Option Benefits or other Payments, as the case may be, will have been paid or distributed made by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed made (each, an “"Overpayment”") or that additional amounts that Option Benefits or other Payments, as the case may be, which will not have not been paid or distributed made by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed made (each"Underpayment"), an “Underpayment”)in each case, consistent with the calculations required to be made hereunder. In the event that the Accounting FirmCompany's independent auditors, based upon the assertion of a deficiency by the Internal Revenue Service IRS against Executive or the Company or which the Executive that the Accounting Firm believes Company's independent auditors believe has a high probability of success determines success, determine that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the treated for all purposes as a loan ab initio to Executive which Executive shall repay to the Company (as applicable) together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment loan shall be required deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent such deemed repayment loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting FirmCompany's independent auditors, based upon controlling precedent or other substantial authority, determines determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything If the aggregate payments or benefits to be made or afforded to Executive pursuant to this Agreement (and any other plans, programs and arrangements maintained by the Company) (the "Termination Benefits") would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, and if such Termination Benefits were reduced to an amount (the "Non Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three times Executive's "base amount" (determined in this accordance with Code Section 280G), and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Code Section 4999, then the Termination Benefits shall be reduced to the contraryNon- Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Executive. Notwithstanding the foregoing, if after application of the Accounting Firm shall determine preceding sentences of this subsection 6.6(a), it is determined that receipt of all Payments would subject the Executive received an excess parachute payment despite the reduction in the Executive's Termination Benefits, the excess of such Termination Benefits paid to the excise tax under Executive over 2.99 times the Executive's "base amount," as defined in Section 4999 280G of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant be treated as a loan to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all PaymentsExecutive, 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 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, and the Executive shall receive all Agreement Payments be required to which repay such amount to the Executive is entitled hereunderBank or the Company, or the successor of the Bank or the Company, within ten years of the date of such determination, with interest at the prime rate as set forth from time to time in The Wall Street Journal. (iib) If All determinations to be made under this Section 6 shall be made by the Company's independent public accountant immediately prior to the Change of Control (the "Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all PaymentsFirm"), 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 and Executive notice to that effect and a copy within 10 days of the detailed calculation thereofTermination Date. All determinations made Any such determination by the Accounting Firm under this Section 5(c) shall be binding upon the CompanyCompany and Executive. Within five days after the Accounting Firm's determination, the Affiliated Entities and Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive and such amounts as are then due to Executive under this Agreement. (c) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Termination Payment, a change is finally determined to be required in the amount of taxes paid by Executive, appropriate adjustments shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the under this Agreement Payments so such that the Parachute Value net amount which is payable to Executive after taking into account the provisions of all PaymentsSection 4999 of the Code shall reflect the intent of the parties as expressed in subsection (a) above, in the aggregate, equals manner determined by the Safe Harbor Amount, only amounts payable under the Agreement Accounting Firm. (and no other Paymentsd) shall be reduced. The reduction All of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm in performing the determinations referred to in subsections (b) and (c) above shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Executive and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether it is necessary to reduce any of the Payments paid or payable pursuant to the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination, if it would reduce the Agreement Payments to be paid to the Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Executive), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 fifteen (15) days following the Termination Date. Date of Termination.1 For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than thirty (30) days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (a) Anything in this Agreement to the contrary notwithstanding, in the event that any payment, distribution or other benefit provided by the Company to or for the benefit of Executive (whether paid or payable or provided or to be provided pursuant to the terms of this Agreement or otherwise) (a "Payment") would (i) Notwithstanding anything in constitute a "parachute payment" within the meaning of Section 280G of the Internal Revenue Code of 1986 ("the Code") and (ii) but for this to the contrarySection 4.2, if the Accounting Firm shall determine that receipt of all Payments would be subject the Executive to the excise tax under imposed by Section 4999 of the CodeCode (the "Excise Tax"), then, in accordance with this Section 4.2, such Payments shall be reduced to the Accounting Firm shall determine whether to reduce any maximum amount that would result in no portion of the Payments paid or payable pursuant being subject to the Agreement Excise Tax, but only if and to the extent that such a reduction would result in Executive's receipt of Payments that are greater than the net amount Executive would receive (after application of the “Agreement Payments”Excise Tax) if no reduction is made. The amount of required reduction, if any, shall be the smallest amount so that the Parachute Value Executive's net proceeds with respect to the Payments (as defined belowafter taking into account payment of any Excise Tax and all federal, state and local income, employment or other taxes) of all Paymentsshall be maximized. If, notwithstanding any reduction described in this Section 4.2 (or in the aggregateabsence of any such reduction), equals the Safe Harbor Amount Internal Revenue Service (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm "IRS") determines that a Payment is subject to the Executive would have Excise Tax (or subject to a greater Net After-different amount of the Excise Tax Receipt of aggregate Payments if than determined by the Agreement Payments were so reducedCompany or the Executive), then Section 4.2(c) shall apply. If the Accounting Firm determines that the Executive would Excise Tax is not have a greater Net After-Tax Receipt of aggregate Payments if the Agreement Payments were so reducedeliminated pursuant to this Section 4.2, the Executive shall receive all Agreement Payments to which pay the Executive is entitled hereunderExcise Tax. (iib) 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 under this Section 4.2 shall be made by the Accounting Firm under this Section 5(c) Company's independent auditors. Such auditors shall provide detailed supporting calculations both to the Company and Executive. Any such reasonable determination by the Company's independent auditors shall be binding upon the Company, Company and Executive. The Executive shall determine which and how much of the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in including without limitation any option acceleration benefits provide under this Agreement or any option ("Option Benefits"), as the aggregate, equals the Safe Harbor Amount, only amounts payable under the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicablecase may be, shall be made by reducing eliminated or reduced consistent with the Agreement Payments that are parachute payments in the following order: requirements of this Section 4.2, provided that, if Executive does not make such determination within ten (110) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses business days of the Accounting Firm shall be borne solely receipt of the calculations made by the Company's independent auditors, the Company shall elect which and how much of the Option Benefits or other Payments, as the case may be, shall be eliminated or reduced consistent with the requirements of this Section 4.2, and then the Company shall notify Executive promptly of such election. Within five (5) business days thereafter, the Company shall pay to or distribute to or for the benefit of Executive such amounts as are then due to Executive under this Agreement. (iiic) As a result of the uncertainty in the application of Section 4999 280G of the Code at the time of the initial determination by the Accounting Firm Company's independent auditors hereunder, it is possible that amounts Option Benefits or other Payments, as the case may be, will have been paid or distributed made by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed made (each, an “"Overpayment”") or that additional amounts that Option Benefits or other Payments, as the case may be, which will not have not been paid or distributed made by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed made (each"Underpayment"), an “Underpayment”)in each case, consistent with the calculations required to be made hereunder. In the event that the Accounting FirmCompany's independent auditors, based upon the assertion of a deficiency by the Internal Revenue Service IRS against Executive or the Company or which the Executive that the Accounting Firm believes Company's independent auditors believe has a high probability of success determines success, determine that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the treated for all purposes as a loan ab initio to Executive which Executive shall repay to the Company (as applicable) together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment loan shall be required deemed to have been made and no amount shall be payable by Executive to the Company if and to the extent such deemed repayment loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting FirmCompany's independent auditors, based upon controlling precedent or other substantial authority, determines determine that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Executive and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), 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 that are taxable in the Agreement year in which the change in ownership or control occurs (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination, if it would reduce the Agreement Payments to be paid to the Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Executive), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within sixty (60) days following of a termination of the Termination DateExecutive’s employment. For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). As promptly as practicable following the Accounting Firm’s determination, the Company shall pay to or distribute for the Executive’s benefit such Agreement Payments as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the Executive’s benefit in the future such Agreement Payments as become due to the Executive under this Agreement. All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything If the aggregate payments or benefits to be made or afforded to Executive pursuant to this Agreement (and any other plans, programs and arrangements maintained by the Company) (the "Termination Benefits") would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, and if such Termination Benefits were reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three times Executive's "base amount," (determined in this accordance with Code Section 280G), then the Termination Benefits shall be reduced to the contraryNon-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Executive. Notwithstanding the foregoing, if after application of the Accounting Firm shall determine preceding sentences of this subsection 6.6(a), it is determined that receipt of all Payments would subject the Executive received an excess parachute payment despite the reduction in the Executive's Termination Benefits, the excess of such Termination Benefits paid to the excise tax under Executive over 2.99 times the Executive's "base amount," as defined in Section 4999 280G of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant be treated as a loan to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all PaymentsExecutive, 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 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, and the Executive shall receive all Agreement Payments be required to which repay such amount to the Executive is entitled hereunderBank or the Company, or the successor of the Bank or the Company, in consecutive annual installments over a period not to exceed ten years of the date of such determination, with interest at the prime rate plus 2% as set forth from time to time in The Wall Street Journal. (iib) If All determinations to be made under this Section 6 shall be made by the Company's independent public accountant immediately prior to the Change of Control (the "Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all PaymentsFirm"), 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 and Executive notice to that effect and a copy within 10 days of the detailed calculation thereofTermination Date. All determinations made Any such determination by the Accounting Firm under this Section 5(c) shall be binding upon the CompanyCompany and Executive. Within five days after the Accounting Firm's determination, the Affiliated Entities and Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive and such amounts as are then due to Executive under this Agreement. (c) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Termination Payment, a change is finally determined to be required in the amount of taxes paid by Executive, appropriate adjustments shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the under this Agreement Payments so such that the Parachute Value net amount which is payable to Executive after taking into account the provisions of all PaymentsSection 4999 of the Code shall reflect the intent of the parties as expressed in subsection (a) above, in the aggregate, equals manner determined by the Safe Harbor Amount, only amounts payable under the Agreement Accounting Firm. (and no other Paymentsd) shall be reduced. The reduction All of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm in performing the determinations referred to in subsections (b) and (c) above shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (i) Notwithstanding anything If the aggregate payments or benefits to be made or afforded to Consultant pursuant to this Agreement (and any other plans, programs and arrangements maintained by the Company) (the "Termination Benefits") would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, such Termination Benefits shall be reduced to an amount (the "Non-Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three times Consultant's "Base Amount", determined in this accordance with Code Section 280G, so as to not trigger the contrary, if loss of deduction provisions under Section 280G of the Accounting Firm shall determine that receipt of all Payments would subject the Executive to Internal Revenue Code and the excise tax under provisions of Section 4999 of the Internal Revenue Code. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Consultant. Notwithstanding the foregoing, if after application of the preceding sentences of this subsection (f), it is determined that the Consultant received an excess parachute payment despite the reduction of the Consultant's Termination Benefits, the excess of such Termination Benefits paid to the Consultant over 2.99 times the Consultant's "Base Amount", as defined in Section 280G of the Code, shall be treated as a loan to Consultant, and Consultant shall be required to repay such amount to the Accounting Firm shall determine whether to reduce any Bank or the Company, or the successor of the Payments paid Bank or payable pursuant the Company, within thirty days of the date of such determination, with interest at the prime rate plus two-percent as set forth from time to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, time 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 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 hereunderWall Street Journal. (ii) If All determinations to be made under this Section 5 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 following the Parachute Value date of all PaymentsConsultant's Termination following a Change of Control, 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 Consultant within 10 days of the detailed calculation thereofits determination date. All determinations made Any such determination by the Accounting Firm under this Section 5(c) shall be binding upon the CompanyCompany and Consultant. Within five days after the Accounting Firm's determination, the Affiliated Entities and Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the Executive and benefit of Consultant such amounts as are then due to Consultant under this Agreement. (iii) In the event that upon any audit of the Termination Benefits by the Internal Revenue Service, or by a state or local taxing authority, a change is finally determined to be required in the amount of excise taxes paid by Consultant, appropriate adjustments shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the under this Agreement Payments so such that the Parachute Value net amount which is payable to Consultant after taking into account the provisions of all PaymentsSection 4999 of the Code shall reflect the intent of the parties as expressed in subsection (i) above, in the aggregate, equals manner determined by the Safe Harbor Amount, only amounts payable under the Agreement Accounting Firm. (and no other Paymentsiv) shall be reduced. The reduction All of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm in performing the determinations referred to in subsections (ii) and (iii) above shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything If the aggregate payments or benefits to be made or afforded to Executive pursuant to this Agreement (and any other plans, programs and arrangements maintained by the Company) (the "Termination Benefits") would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, and if such Termination Benefits were reduced to an amount (the "Non Triggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three times Executive's "base amount" (determined in this accordance with Code Section 280G), and the Non-Triggering Amount would be greater than the aggregate value of the Termination Benefits (without such reduction) minus the amount of tax required to be paid by Executive thereon by Code Section 4999, then the Termination Benefits shall be reduced to the contraryNon-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Executive. Notwithstanding the foregoing, if after application of the Accounting Firm shall determine preceding sentences of this subsection 6.6(a), it is determined that receipt of all Payments would subject the Executive received an excess parachute payment despite the reduction in the Executive's Termination Benefits, the excess of such Termination Benefits paid to the excise tax under Executive over 2.99 times the Executive's "base amount," as defined in Section 4999 280G of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant be treated as a loan to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all PaymentsExecutive, 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 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, and the Executive shall receive all Agreement Payments be required to which repay such amount to the Executive is entitled hereunderBank or the Company, or the successor of the Bank or the Company, within ten years of the date of such determination, with interest at the prime rate as set forth from time to time in The Wall Street Journal. (iib) If All determinations to be made under this Section 6 shall be made by the Company's independent public accountant immediately prior to the Change of Control (the "Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all PaymentsFirm"), 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 and Executive notice to that effect and a copy within 10 days of the detailed calculation thereofTermination Date. All determinations made Any such determination by the Accounting Firm under this Section 5(c) shall be binding upon the CompanyCompany and Executive. Within five days after the Accounting Firm's determination, the Affiliated Entities and Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive and such amounts as are then due to Executive under this Agreement. (c) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Termination Payment, a change is finally determined to be required in the amount of taxes paid by Executive, appropriate adjustments shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the under this Agreement Payments so such that the Parachute Value net amount which is payable to Executive after taking into account the provisions of all PaymentsSection 4999 of the Code shall reflect the intent of the parties as expressed in subsection (a) above, in the aggregate, equals manner determined by the Safe Harbor Amount, only amounts payable under the Agreement Accounting Firm. (and no other Paymentsd) shall be reduced. The reduction All of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm in performing the determinations referred to in subsections (b) and (c) above shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this the Agreement to the contrarycontrary notwithstanding, if 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 the 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. For purposes of all present-value determinations required to be made under this , the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G, Q&A-32. (iib) 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateDate 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 the 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 that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i4(a)(2), (2) any other non-cash and non-equity benefits payable to the cash Termination Payment described under Section 5(b)Executive, and (3) subsidized COBRA continuation coverage as provided any cash payments payable under Section 4(b)(ii4(a)(1), beginning, in each case, with the payments or benefits that are to be paid or provided the farthest in time from the Date of Termination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivd) To the extent requested by the Executive, the Company and the Affiliated Entities 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. (e) The following terms shall have the following meanings for purposes of this Section 8:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines 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 Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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. (iib) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date of the Executive’s termination of employment. (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 9, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i6(a)(iv), (2ii) the cash Termination Payment described under Section 5(b6(a)(i)(B), (iii) Section 6(a)(i)(C), (iv) Section 6(a)(i)(A)(2) and (3v) subsidized COBRA continuation coverage as provided under Section 4(b)(ii6(a)(iii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiid) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that which the Accounting Firm believes has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) Company, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that If the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 9, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date Change in Control, including any noncompetition provisions that may apply to the Executive (whether set forth in this Agreement or otherwise), and the Company shall cooperate in the valuation of a change in ownership or control any such services, including any noncompetition provisions (f) All fees and expenses of the Company (within Accounting Firm in implementing the meaning provisions of Q&A-2(b) of this Section 9 shall be borne by 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 CodeCompany.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event Xxxxx Xxxxxxxx LLP or such other accounting firm as shall be designated by the Company prior to the Effective Date (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments or distributions by the Company or its affiliated companies in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within 60 days following of a termination of the Termination Date. 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 the Agreement (and no other Payments) shall be reducedExecutive’s employment. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments and benefits under the following sections in the following order: (1) outplacement benefits under Section 4(b)(i6(a)(i)(B), (2) the cash Termination Payment described under ; Section 5(b6(a)(iii), and (3) subsidized COBRA continuation coverage as provided under ; Section 4(b)(ii6(a)(i)(C); Section 6(a)(ii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2)(A) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this the Agreement to the contrarycontrary notwithstanding, if 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 the 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 For purposes of all present-value determinations required to be so reduced only if made under this Section 8, the Accounting Firm determines that Company and the Executive would have a greater Net Afterelect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-Tax Receipt 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 reduced280G, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderQ&A-32. (iib) 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateDate 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 the 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 that are parachute payments in the following order: (1) outplacement benefits services under Section 4(b)(i5(a)(2), (2) the cash Termination Payment described payments under Section 5(b)5(a)(1) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (3) subsidized COBRA continuation coverage as provided cash payments under Section 4(b)(ii)5(a)(1) that do constitute deferred compensation, in each case, beginning with the payments or benefits that are to be paid or provided the farthest in time from the Date of Termination or if later, the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivc) To the extent requested by the Executive, the Company and the Affiliated Entities 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 Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines that receipt of all Payments (as defined below) would subject the Executive to the excise tax under Code Section 4999 of the Code4999, the Accounting Firm shall determine whether to reduce any of the Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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. (iib) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, the Company Corporation 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 5(c) 5 shall be binding upon the Company, the Affiliated Entities Corporation and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date of the Executive’s termination of employment. (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 5, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits any Payments under Section 4(b)(i4(e), (2ii) the cash Termination Payment described any Payments under Section 5(b4(d), (iii) any Payments under Section 4(c)(2), (iv) any Payments under Section 4(b), (v) any Payments under Section 4(a), and (3vi) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses any other cash Agreement Payments that would be made upon a termination of the Accounting Firm shall Executive’s employment, beginning with payments that would be borne solely by the Companymade last in time. (iiid) As a result of the uncertainty in the application of Code Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company Corporation to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company Corporation to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company Corporation or the Executive that which the Accounting Firm believes has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company Corporation to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with InterestCorporation; provided, however, that (i) no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section Code Sections 1 and Section 4999 of the Code or generate a refund of such taxes; and (ii) to the extent such repayment would generate a refund of such taxes, the Executive shall only be required to pay to the Corporation the Overpayment less the amount of tax to be refunded and to transfer the refund of such taxes to the Corporation when received. In the event that the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company Corporation to or for the benefit of the Executive Executive, together with Interestinterest at the applicable federal rate provided for in Code Section 7872(f)(2). (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 5, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date Change of a change Control, including the non-competition provisions applicable to the Executive under Section 6 and any other non-competition provisions that may apply to the Executive, and the Corporation shall cooperate in ownership or control the valuation of any such services, including any non-competition provisions. (f) All fees and expenses of the Company Accounting Firm in implementing the provisions of this Section 5 shall be borne by the Corporation, and the Corporation shall reimburse the Executive for all reasonable legal fees incurred with respect to the calculations under this Section 5 and any legal and accounting fees incurred with respect to disputes related thereto. (within g) In the meaning event of Q&A-2(bany controversy with the Internal Revenue Service (or other taxing authority) with regard to the Agreement Payments, the Executive shall permit the Corporation to control issues related to the Agreement Payments or any excise tax thereon, provided that such issues do not potentially materially adversely affect the Executive. In the event of any conference with any taxing authority as to the Agreement Payments, any excise tax thereon, or associated income taxes, the Executive shall permit the representative of the final regulations under Section 280G Corporation to accompany the Executive, and the Executive and any representative of the Code)), such that payments in respect of such services may be considered reasonable compensation within Executive shall cooperate with the meaning of Q&A-9 Corporation 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 Codeits representative.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Executive and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether it is necessary to reduce any of the Payments paid or payable pursuant to the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination, if it would reduce the Agreement Payments to be paid to the Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Executive), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as is reasonably practicable and in no event later than 15 (15) days following the Termination DateDate of Termination. For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). As promptly as practicable following the Accounting Firm’s determination, the Company shall pay to or distribute for the Executive’s benefit such Agreement Payments as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the Executive’s benefit in the future such Agreement Payments as become due to the Executive under this Agreement. All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than thirty (30) days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that an independent, nationally recognized accounting firm designated by Employer prior to a Change in Control (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits or distributions by Employer or its affiliates in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 8), 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined belowbelow in Section 7(d)). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below in Section 7(d)) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If instead the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 8 be taken into account for purposes of the Accounting Firm’s determination if it would reduce the Agreement Payments to be paid to Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore reduce any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 8 shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by Employer), and Employer shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company Employer shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 8, to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 7 shall be binding upon the Company, the Affiliated Entities Employer and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within thirty (30) days following the Termination Date. For purposes after a termination 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 the Agreement (and no other Payments) shall be reducedExecutive’s employment. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections (and no other Payments) in the following order: (1i) outplacement benefits under Section 4(b)(i4(a), (2ii) the cash Termination Payment described under Section 5(b4(c), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii4(g). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the CompanyEmployer. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company either Employer or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Executive shall pay any such Overpayment paid or distributed by to Employer together with at the Company to or applicable federal rate provided for the benefit in Section 7872(f)(2) of the Executive shall be repaid by the Executive to the Company (as applicable) together with InterestCode; provided, however, that no such repayment amount shall be required payable by Executive to Employer if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive (Subject to Section 14) together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything If the aggregate payments or benefits to be made or afforded to Executive pursuant to this Agreement (and any other plans, programs and arrangements maintained by the Company) (the "Termination Benefits") would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, and if such Termination Benefits were reduced to an amount (the "NonTriggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three times Executive's "base amount," (determined in this accordance with Code Section 280G), then the Termination Benefits shall be reduced to the contraryNon- Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Executive. Notwithstanding the foregoing, if after application of the Accounting Firm shall determine preceding sentences of this subsection 6.6(a), it is determined that receipt of all Payments would subject the Executive received an excess parachute payment despite the reduction in the Executive's Termination Benefits, the excess of such Termination Benefits paid to the excise tax under Executive over 2.99 times the Executive's "base amount", as defined in Section 4999 280G of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant be treated as a loan to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all PaymentsExecutive, 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 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, and the Executive shall receive all Agreement Payments be required to which repay such amount to the Executive is entitled hereunderBank or the Company, or the successor of the Bank or the Company, within ten years of the date of such determination, with interest at the prime rate plus two-percent as set forth from time to time in The Wall Street Journal. (iib) If All determinations to be made under this Section 6 shall be made by the Company's independent public accountant immediately prior to the Change of Control (the "Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all PaymentsFirm"), 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 and Executive notice to that effect and a copy within 10 days of the detailed calculation thereofTermination Date. All determinations made Any such determination by the Accounting Firm under this Section 5(c) shall be binding upon the CompanyCompany and Executive. Within five days after the Accounting Firm's determination, the Affiliated Entities and Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive and such amounts as are then due to Executive under this Agreement. (c) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Termination Payment, a change is finally determined to be required in the amount of taxes paid by Executive, appropriate adjustments shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the under this Agreement Payments so such that the Parachute Value net amount which is payable to Executive after taking into account the provisions of all PaymentsSection 4999 of the Code shall reflect the intent of the parties as expressed in subsection (a) above, in the aggregate, equals manner determined by the Safe Harbor Amount, only amounts payable under the Agreement Accounting Firm. (and no other Paymentsd) shall be reduced. The reduction All of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm in performing the determinations referred to in subsections (b) and (c) above shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything in this In the event that any payment received or to the contrary, if the Accounting Firm shall determine that receipt of all Payments 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 the 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 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. (ii) 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 received by the Accounting Firm under this Section 5(c) shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. 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 the 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 that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”"Payment") or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed would (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of i) constitute a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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 ("parachute payment" 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 and (ii) but for this subsection (a), be subject to the definition of the term “parachute payment” within the meaning of Q&A-2(a) of the final regulations under excise tax imposed by Section 280G 4999 of the Code (the "Excise Tax"), then, subject to the provisions of subsection (b) hereof, such Payment shall be reduced, if at all, to the largest amount which Executive, in his discretion, determines would result in maximizing Executive's net proceeds with respect to such Payment (after taking into account the payment of any Excise Tax imposed on such Payment). The determination by Executive of any required reduction pursuant to this subsection (a) shall be conclusive and binding upon the Company. The Company shall reduce a Payment in accordance with Q&A-5(athis subsection (a) only upon written notice by Executive indicating the amount of such reduction, if any. If the Internal Revenue Service (the "IRS") determines that a Payment is subject to the Excise Tax, then subsection (b) hereof shall apply, and the enforcement of subsection (b) shall be the exclusive remedy to the Company for a failure by Executive to reduce the Payment so that no portion thereof is subject to the Excise Tax. (b) If, notwithstanding any reduction described in subsection (a) hereof (or in the absence of any such reduction), the IRS determines that Executive is liable for the Excise Tax as a result of the receipt of one or more Payments, then Executive shall be obligated to pay back to the Company, within thirty (30) days after final regulations under Section 280G IRS determination, an amount of such Payment(s) equal to the "Repayment Amount." The Repayment Amount with respect to such Payment(s) shall be the smallest such amount, if any, as shall be required to be paid to the Company so that Executive's net proceeds with respect to such Payment(s) (after taking into account the payment of the CodeExcise Tax imposed on such Payment(s)) shall be maximized. Notwithstanding the foregoing, the Repayment Amount with respect to such Payments shall be zero if a Repayment Amount of more than zero would not eliminate the Excise Tax imposed on such Payment(s). If the Excise Tax is not eliminated pursuant to this subsection (b), Executive shall pay the Excise Tax.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the Accounting Firm event it shall determine be determined that receipt any payment or distribution by the Company or its affiliated companies to or for the benefit of all Payments would subject the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any adjustment required under this Section 4) (in the aggregate, the "Total Payments") would be subject to the excise tax under imposed by Section 4999 of the CodeCode (the "Excise Tax"), and if it is determined that (A) the Accounting Firm shall determine whether amount remaining after the Total Payments are reduced by an amount equal to reduce any the Excise Tax is less than (B) the maximum amount that may be paid or distributed to or for the benefit of the Payments paid or payable pursuant to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all Payments, Executive without resulting in the aggregateimposition of the Excise Tax, equals then the Safe Harbor Amount (as defined below). The Agreement Payments payments due hereunder shall be so reduced only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt 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. (ii) 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. Total Payments are One Dollar ($1) less than such maximum amount. (b) All determinations required to be made by the Accounting Firm under this Section 5(c4, including whether and when a reduction in the amount payable hereunder pursuant to Section 4(a) shall be binding upon the Company, the Affiliated Entities is required and the Executive amount of any such reduction and shall the assumptions to be made as soon as reasonably practicable and utilized in no event later than 15 days following the Termination Date. 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 the Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicablearriving at such determination, shall be made by reducing the Agreement Payments Company's public accounting firm (the "Accounting Firm") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that are parachute payments there has been a Payment, or such earlier time as is requested by the Company or the Executive. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the following order: Executive shall appoint another nationally recognized public accounting firm to make the determinations required hereunder (1) outplacement benefits under Section 4(b)(i), (2) which accounting firm shall then be referred to as the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(iiAccounting Firm hereunder). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) . If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion -8- that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. Any determination by the Accounting Firm shall be binding upon the Company, the Subsidiary and the Executive. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for reduction in the benefit of the Executive amount payable hereunder pursuant to this Agreement that should Section 4(a) will not have been so paid or distributed (each, an “Overpayment”) or made consistent with the calculations required to be made hereunder. In that additional amounts that will have not been paid or distributed by the Company to or for the benefit of event the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive thereafter shall be repaid by the Executive promptly pay to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interestrequired reduction. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Employee and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”), shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Employee’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), subject the Executive Employee 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 that are taxable in the Agreement year in which the change in ownership or control occurs (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive Employee would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Employee’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive Employee shall receive all Agreement Payments to which the Executive Employee is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination, if it would reduce the Agreement Payments to be paid to the Employee, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Employee), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company shall promptly give the Executive Employee notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive Employee and shall be made as soon as reasonably practicable and in no event later than 15 within sixty (60) days following of a termination of the Termination DateEmployee’s employment. For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). As promptly as practicable following the Accounting Firm’s determination, the Company shall pay to or distribute for the Employee’s benefit such Agreement Payments as are then due to the Employee under this Agreement and shall promptly pay to or distribute for the Employee’s benefit in the future such Agreement Payments as become due to the Employee under this Agreement. All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive Employee pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive Employee pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that Employee which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Employee shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Employee to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive Employee is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Employee together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything If the aggregate payments or benefits to be made or afforded to Executive pursuant to this Agreement (and any other plans, programs and arrangements maintained by the Company) (the "Termination Benefits") would constitute "excess parachute payments" within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code") or any successor thereto, and if such Termination Benefits were reduced to an amount (the "NonTriggering Amount"), the value of which is one dollar ($1.00) less than an amount equal to three times Executive's "base amount," (determined in this accordance with Code Section 280G), then the Termination Benefits shall be reduced to the contraryNon-Triggering Amount. The allocation of the reduction required hereby among the Termination Benefits shall be determined by Executive. Notwithstanding the foregoing, if after application of the Accounting Firm shall determine preceding sentences of this subsection 6.6(a), it is determined that receipt of all Payments would subject the Executive received an excess parachute payment despite the reduction in the Executive's Termination Benefits, the excess of such Termination Benefits paid to the excise tax under Executive over 2.99 times the Executive's "base amount", as defined in Section 4999 280G of the Code, the Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant be treated as a loan to the Agreement (the “Agreement Payments”) so that the Parachute Value (as defined below) of all PaymentsExecutive, 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 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, and the Executive shall receive all Agreement Payments be required to which repay such amount to the Executive is entitled hereunderBank or the Company, or the successor of the Bank or the Company, within ten years of the date of such determination, with interest at the prime rate plus two-percent as set forth from time to time in The Wall Street Journal. (iib) If All determinations to be made under this Section 6 shall be made by the Company's independent public accountant immediately prior to the Change of Control (the "Accounting Firm determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all PaymentsFirm"), 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 and Executive notice to that effect and a copy within 10 days of the detailed calculation thereofTermination Date. All determinations made Any such determination by the Accounting Firm under this Section 5(c) shall be binding upon the CompanyCompany and Executive. Within five days after the Accounting Firm's determination, the Affiliated Entities and Company shall pay (or cause to be paid) or distribute (or cause to be distributed) to or for the benefit of Executive and such amounts as are then due to Executive under this Agreement. (c) In the event that upon any audit by the Internal Revenue Service, or by a state or local taxing authority, of the Termination Payment, a change is finally determined to be required in the amount of taxes paid by Executive, appropriate adjustments shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. For purposes of reducing the under this Agreement Payments so such that the Parachute Value net amount which is payable to Executive after taking into account the provisions of all PaymentsSection 4999 of the Code shall reflect the intent of the parties as expressed in subsection (a) above, in the aggregate, equals manner determined by the Safe Harbor Amount, only amounts payable under the Agreement Accounting Firm. (and no other Paymentsd) shall be reduced. The reduction All of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable fees and expenses of the Accounting Firm in performing the determinations referred to in subsections (b) and (c) above shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Employee and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”), shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Employee’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), subject the Executive Employee to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether it is necessary to reduce any of the Payments paid or payable pursuant to the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive Employee would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Employee’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive Employee shall receive all Agreement Payments to which the Executive Employee is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination, if it would reduce the Agreement Payments to be paid to the Employee, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Employee), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company shall promptly give the Executive Employee notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive Employee and shall be made as soon as reasonably practicable and in no event later than 15 fifteen (15) days following the Termination DateDate of Termination. For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive Employee pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive Employee pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that Employee which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Employee shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Employee to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive Employee is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than thirty (30) days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive Employee together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines 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 Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). The Agreement Payments shall be so reduced only if the Accounting Firm Xxxx 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. (iib) If the Accounting Firm Xxxx determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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 Xxxx under this Section 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date of the Executive's termination of employment. (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 9, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i6(a)(iv), (2ii) the cash Termination Payment described under Section 5(b6(a)(i)(B), (iii) Section 6(a)(i)(C), (iv) Section 6(a)(i)(A)(2) and (3v) subsidized COBRA continuation coverage as provided under Section 4(b)(ii6(a)(iii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiid) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “"Overpayment”") or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “'"Underpayment”"), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that which the Accounting Firm believes has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) Company, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 Sections I and Section 4999 of the Code or generate a refund of such taxes. In the event that If the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 9, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date Change in Control, including any noncompetition provisions that may apply to the Executive (whether set forth in this Agreement or otherwise), and the Company shall cooperate in the valuation of a change in ownership or control any such services, including any noncompetition provisions. (f) All fees and expenses of the Company (within Accounting Firm in implementing the meaning provisions of Q&A-2(b) of this Section 9 shall be borne by 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 CodeCompany.

Certain Reductions in Payments. (i) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines 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 Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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. (iia) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date of the Executive’s termination of employment. (b) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 9, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i6(a)(iv), (2ii) the cash Termination Payment described under Section 5(b6(a)(i)(B), (iii) Section 6(a)(i)(C), (iv) Section 6(a)(i)(A)(2) and (3v) subsidized COBRA continuation coverage as provided under Section 4(b)(ii6(a)(iii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that which the Accounting Firm believes has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) Company, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that If the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (ivd) To the extent requested by the ExecutiveIn connection with making determinations under this Section 9, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date Change in Control, including any noncompetition provisions that may apply to the Executive (whether set forth in this Agreement or otherwise), and the Company shall cooperate in the valuation of a change in ownership or control any such services, including any noncompetition provisions. (e) All fees and expenses of the Company (within Accounting Firm in implementing the meaning provisions of Q&A-2(b) of this Section 9 shall be borne by 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 CodeCompany.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that an independent, nationally recognized accounting firm designated by Employer prior to a Change in Control (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits, or distributions by Employer or its affiliates in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 8), subject the Executive to the excise tax under Section 4999 of the Code, the - 7 - Accounting Firm shall determine whether to reduce any of the Payments paid or payable pursuant to the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined belowbelow in Section 7(d)). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below in Section 7(d)) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If instead the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 8 be taken into account for purposes of the Accounting Firm’s determination if it would reduce the Agreement Payments to be paid to Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore reduce any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 8 shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by Employer), and Employer shall cooperate in good faith in connection with any such valuation process. In no event shall this Section 7 or any other provision of this Agreement be construed to require the Employer to provide any tax gross-up for Executive’s excise tax liability, if any, under Section 4999 of the Code. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company Employer shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 8, to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 7 shall be binding upon the Company, the Affiliated Entities Employer and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within thirty (30) days following the Termination Date. For purposes after a termination 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 the Agreement (and no other Payments) shall be reducedExecutive’s employment. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections (and no other Payments) in the following order: (1i) outplacement benefits under Section 4(b)(i4(a), ; (2ii) the cash Termination Payment described under Section 5(b4(c), ; and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii4(g). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the CompanyEmployer. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company either Employer or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Executive shall pay any such Overpayment paid or distributed by to Employer together with interest at the Company to or applicable federal rate provided for the benefit in Section 7872(f)(2) of the Executive shall be repaid by the Executive to the Company (as applicable) together with InterestCode; provided, however, that no such repayment amount shall be required payable by Executive to Employer if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive (subject to Section 14) together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (iA) Notwithstanding anything in this to In the contrary, if event that it shall be determined by the Accounting Firm shall determine that receipt of all Payments would subject any Payment to the Executive would be subject to the excise tax under Section 4999 of the CodeExcise Tax, the Accounting Firm shall determine whether to reduce any the aggregate amount of the Payments paid or payable pursuant to the Agreement (Executive to 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)Reduced Amount. The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt of aggregate Payments Benefit if the Agreement Executive's Payments were so reducedreduced to the Reduced Amount. If If, instead, the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments Benefit if the Agreement Executive's Payments were so reducednot reduced to the Reduced Amount, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. (iiB) If the Accounting Firm determines that the aggregate Agreement Payments otherwise payable to the Executive should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor AmountReduced Amount pursuant to this Section 5, the Company Corporation 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 5(c) 5 shall be binding upon the Company, the Affiliated Entities Corporation and the Executive and shall be made within thirty (30) business days after a termination of the Executive's employment or such earlier date as soon as reasonably practicable and in no event later than 15 days following requested by the Termination Date. 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 the Agreement (and no other Payments) shall be reducedCorporation. The reduction of the amounts payable hereunderExecutive's Payments to the Reduced Amount, if applicable, shall be made by reducing the Payments under the following sections of this Agreement Payments that are parachute payments (and no other Payments) in the following order: (1i) outplacement benefits under Section 4(b)(i4(B), (2ii) the cash Termination Payment described under Section 5(b4(A)(iii), (iii) Section 4(C), and (3iv) subsidized COBRA continuation coverage as provided under Section 4(b)(ii4(D). All reasonable fees and expenses of the Accounting Firm pursuant to this Section 5 shall be borne solely by the CompanyCorporation. (iiiC) As a result The following terms shall have the following meanings for purposes of the uncertainty in the application of this Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest5. (iv) To the extent requested by the Executive, the Company and the Affiliated Entities 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event KPMG LLP or such other accounting firm as shall be designated by the Company prior to the Effective Date (the "Accounting Firm Firm") shall determine that receipt of all Payments payments or distributions by the Company or its affiliated companies in the nature of compensation to or for the Executive's benefit, whether paid or payable pursuant to this Agreement or otherwise (a "Payment") 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 the this Agreement (the “"Agreement Payments”") so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive's Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within 60 days following of a termination of the Termination Date. 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 the Agreement (and no other Payments) shall be reducedExecutive's employment. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments and benefits under the following sections in the following order: Section 6(a)(i)(B); Section 6 (1a) outplacement benefits under (i)(C); Section 4(b)(i6(a)(iii), (2) the cash Termination Payment described under ; Section 5(b), and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii6(a)(ii). As promptly as practicable following such determination, the Company shall pay to or distribute for the Executive's benefit such Agreement Payments as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the Executive's benefit in the future such Agreement Payments as become due to the Executive under this Agreement. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “"Overpayment”") or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each"Underpayment"), an “Underpayment”)in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event KPMG LLP or such other accounting firm as shall be designated by the Company prior to the Effective Date (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments or distributions by the Company or its affiliated companies in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within 60 days following of a termination of the Termination Date. 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 the Agreement (and no other Payments) shall be reducedExecutive’s employment. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments and benefits under the following sections in the following order: (1) outplacement benefits under Section 4(b)(i6(a)(i)(B), (2) the cash Termination Payment described under ; Section 5(b6(a)(i)(C), and (3) subsidized COBRA continuation coverage as provided under ; Section 4(b)(ii6(a)(iii); Section 6(a)(i)(D); Section 6(a)(ii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event KPMG LLP or such other accounting firm as shall be designated by the Company prior to the Effective Date (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments or distributions by the Company or its affiliated companies in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within 60 days following of a termination of the Termination Date. 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 the Agreement (and no other Payments) shall be reducedExecutive’s employment. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments and benefits under the following sections in the following order: (1) outplacement benefits under Section 4(b)(i6(a)(i)(B), (2) the cash Termination Payment described under ; Section 5(b6(a)(iii), and (3) subsidized COBRA continuation coverage as provided under ; Section 4(b)(ii6(a)(i)(C); Section 6(a)(ii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. In connection with making determinations under this Section 9, the Accounting Firm shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change of Control, including any non-competition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of any such services, including any non-competition provisions. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2)(A) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Employee and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”), shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Employee’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), subject the Executive Employee to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether it is necessary to reduce any of the Payments paid or payable pursuant to the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive Employee would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Employee’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive Employee shall receive all Agreement Payments to which the Executive Employee is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination if it would reduce the Agreement Payments to be paid to the Employee, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Employee), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company shall promptly give the Executive Employee notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive Employee and shall be made as soon as reasonably practicable and in no event later than 15 fifteen (15) days following the Termination DateDate of Termination. For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive Employee pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive Employee pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that Employee which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Employee shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Employee to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive Employee is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than thirty (30) days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive Employee together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if 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 the 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. For purposes of all present value determinations required to be made under this Section 8, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G, Q&A-32. (iib) 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateDate 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 the 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 that are parachute payments in the following order: (1) outplacement benefits services under Section 4(b)(i5(a)(2), (2) the cash Termination Payment described payments under Section 5(b)5(a)(1) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (3) subsidized COBRA continuation coverage as provided cash payments under Section 4(b)(ii)5(a)(1) that do constitute deferred compensation, in each case, beginning with the payments or benefits that are to be paid or provided the farthest in time from the Date of Termination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivc) To the extent requested by the Executive, the Company and the Affiliated Entities 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 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 Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event KPMG LLP or such other accounting firm as shall be designated by the Company prior to the Effective Date (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments or distributions by the Company or its affiliated companies in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within 60 days following of a termination of the Termination Date. 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 the Agreement (and no other Payments) shall be reducedExecutive’s employment. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the Agreement Payments that are parachute payments and benefits under the following sections in the following order: (1) outplacement benefits under Section 4(b)(i6(a)(i)(B), (2) the cash Termination Payment described under ; Section 5(b6(a)(iii), and (3) subsidized COBRA continuation coverage as provided under ; Section 4(b)(ii6(a)(i)(C); Section 6(a)(ii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2)(A) of the Code; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2)(A) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this the Agreement to the contrarycontrary notwithstanding, if 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 the 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. For purposes of all present-value determinations required to be made under this Section 8, the Company and the Executive elect to use the applicable federal rate that is in effect on the Effective Date pursuant to Treasury Regulations § 1-280G, Q&A-32. (iib) 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 5(c) 8 shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateDate 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 the 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 that are parachute payments in the following order: (1) outplacement benefits cash payments under Section 4(b)(i)5(a)(1) that do not constitute deferred compensation within the meaning of Section 409A of the Code, and (2) the cash Termination Payment described payments under Section 5(b)5(a)(1) that do constitute deferred compensation, and (3) subsidized COBRA continuation coverage as in each case, beginning with the payments or benefits that are to be paid or provided under Section 4(b)(ii)the farthest in time from the Date of Termination or if later, the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivd) To the extent requested by the Executive, the Company and the Affiliated Entities 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. (e) The following terms shall have the following meanings for purposes of this Section 8:

Certain Reductions in Payments. (ia) Notwithstanding anything in any provision of this Agreement to the contrary, if 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 it is more beneficial to Executive to reduce any of the Payments paid or payable pursuant to the 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. (ii) 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 5(c) shall be binding upon the Company, the Affiliated Entities and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. 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 the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, . (b) All calculations required under this Section 9 shall be made in good faith by reducing the Agreement Payments that are parachute payments in the following order: (1) outplacement benefits under Section 4(b)(i), (2) the cash Termination Payment described under Section 5(b), Accounting Firm and (3) subsidized COBRA continuation coverage as provided under Section 4(b)(ii). All reasonable all fees and expenses expense of the Accounting Firm shall be borne solely by the Company. Such calculations shall be provided to Executive in writing as soon as practicable and in no event later than 15 business days before the consummation of the transaction giving rise to the change in ownership or control of the Company, and shall be subject to Executive’s review and comment. Following Executive’s review and comment, the calculations shall be conclusive and binding on the Company and Executive for purposes of this Section 9. (c) The reduction of any Agreement Payments, if applicable, shall be effected in the following order: (i) any cash payments under Section 7(a)(iv); (ii) any cash payments under Section 7(a)(iii) that constitute a “parachute payment” under Section 280G(b)(2) of the Code; (iii) As a result any equity awards that are not subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c), in the order of the uncertainty grants with the latest scheduled payment (or vesting date if no payment is scheduled) to the earliest scheduled payment (or vesting date, if applicable); (iv) acceleration of vesting of any stock options subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) for which the exercise price exceeds the then fair market value of the underlying stock, in the application order selected by Executive; (v) acceleration of Section 4999 vesting of any equity award subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) that is not a stock option, in the order of the Code at equity tranches with the time largest 280G Payment value to those with the smallest 280G Payment value; and (vi) acceleration of vesting of any stock options subject to calculation under Treas. Reg. §1.280G-1, Q&A-24(b) or (c) for which the exercise price is less than the fair market value of the initial determination underlying stock in the order selected by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with InterestExecutive. (ivd) To the extent requested by the Executive, the Company and the Affiliated Entities 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, including without limitation, the Executive’s agreeing to refrain from performing services pursuant to a covenant not to compete or similar covenant, including Executive’s obligation to refrain from providing certain services during any Garden Leave Period) 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.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Executive and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), 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 that are taxable in the Agreement year in which the change in ownership or control occurs (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination, if it would reduce the Agreement Payments to be paid to the Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Executive), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within sixty (60) days following of a termination of the Termination DateExecutive’s employment. For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). As promptly as practicable following determination, the Company shall pay to or distribute for the Executive’s benefit such Agreement Payments as are then due to the Executive under this Agreement and shall promptly pay to or distribute for the Executive’s benefit in the future such Agreement Payments as become due to the Executive under this Agreement. All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that an independent, nationally recognized accounting firm designated by Employer prior to a Change in Control (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits or distributions by Employer or its affiliates in the nature of compensation to or for Executive's benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 8), 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined belowbelow in Section 7(d)). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below in Section 7(d)) of aggregate Payments if the Executive's Agreement Payments were so reducedreduced to the Reduced Amount. If instead the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive's Agreement Payments were so reducedreduced to the Reduced Amount, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 8 be taken into account for purposes of the Accounting Firm's determination if it would reduce the Agreement Payments to be paid to Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore reduce any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 8 shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by Employer), and Employer shall cooperate in good faith in connection with any such valuation process. In no event shall this Section 7 or any other provision of this Agreement be construed to require the Employer to provide any tax gross-up for the Executive's excise tax liability, if any, under Section 4999 of the Code. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company Employer shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 8, to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 7 shall be binding upon the Company, the Affiliated Entities Employer and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within thirty (30) days following the Termination Date. For purposes after a termination 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 the Agreement (and no other Payments) shall be reducedExecutive's employment. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections (and no other Payments) in the following order: (1i) outplacement benefits under Section 4(b)(i4(a), (2ii) the cash Termination Payment described under Section 5(b4(c), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii4(g). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the CompanyEmployer. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company either Employer or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Executive shall pay any such Overpayment paid or distributed by to Employer together with at the Company to or applicable federal rate provided for the benefit in Section 7872(f)(2) of the Executive shall be repaid by the Executive to the Company (as applicable) together with InterestCode; provided, however, that no such repayment amount shall be required payable by Executive to Employer if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive (subject to Section 14) together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that an independent, nationally recognized accounting firm designated by Employer prior to a Change in Control (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits, or distributions by Employer or its Affiliates in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 9), 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 the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined belowbelow in Section 8(d)). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below in Section 8(d)) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If instead the Accounting Firm determines that the Executive would not have a greater Net After-Tax Receipt of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 9 be taken into account for purposes of the Accounting Firm’s determination if it would reduce the Agreement Payments to be paid to Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore reduce any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 9 shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by Employer), and Employer shall cooperate in good faith in connection with any such valuation process. In no event shall this Section 8 or any other provision of this Agreement be construed to require the Employer to provide any tax gross-up for Executive’s excise tax liability, if any, under Section 4999 of the Code. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, the Company Employer shall promptly give the Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm (or, with respect to the valuation of the non-competition covenant in Section 9, to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 7 shall be binding upon the Company, the Affiliated Entities Employer and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 within thirty (30) days following the Termination Date. For purposes after a termination 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 the Agreement (and no other Payments) shall be reducedExecutive’s employment. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections (and no other Payments) in the following order: (1i) outplacement benefits under Section 4(b)(i4(a), ; (2ii) the cash Termination Payment described under Section 5(b4(c), ; and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii4(g). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the CompanyEmployer. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company Employer to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company either Employer or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, Executive shall pay any such Overpayment paid or distributed by to Employer together with interest at the Company to or applicable federal rate provided for the benefit in Section 7872(f)(2) of the Executive shall be repaid by the Executive to the Company (as applicable) together with InterestCode; provided, however, that no such repayment amount shall be required payable by Executive to Employer if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company Employer to or for the benefit of the Executive (subject to compliance with Section 15) together with Interest. (ivinterest at the applicable federal rate provided for in Section 7872(f)(2) To the extent requested by the Executive, the Company and the Affiliated Entities 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) For purposes hereof, the following terms have the meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that the Accounting Firm shall determine (as defined below) determines 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 Agreement Payments paid or payable pursuant (as defined below) to the Agreement (the “Agreement Payments”) Executive so that the Parachute Value (as defined below) of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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. (iib) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable 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 5(c) 9 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination Date. date of the Executive's termination of employment. (c) For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all PaymentsPayments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount, only amounts payable under the Agreement Payments (and no other Payments) shall be reduced. The reduction of the amounts payable hereundercontemplated by this Section 9, if applicable, shall be made by reducing payments and benefits (to the Agreement Payments that extent such amounts are parachute payments considered Payments) under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i6(a)(iv), (2ii) the cash Termination Payment described under Section 5(b6(a)(i)(B), (iii) Section 6(a)(i)(C), (iv) Section 6(a)(i)(A)(2) and (3v) subsidized COBRA continuation coverage as provided under Section 4(b)(ii6(a)(iii). All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. (iiid) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. In the event that the Accounting Firm, based upon on the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that which the Accounting Firm believes has a high probability of success success, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) Company, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that If the Accounting Firm, based upon on controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive Executive, together with Interestinterest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (ive) To the extent requested by the ExecutiveIn connection with making determinations under this Section 9, the Company and the Affiliated Entities shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, of any reasonable compensation for services provided or to be provided rendered 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 before or after the date Change in Control, including any noncompetition provisions that may apply to the Executive (whether set forth in this Agreement or otherwise), and the Company shall cooperate in the valuation of a change in ownership or control any such services, including any noncompetition provisions. (f) All fees and expenses of the Company (within Accounting Firm in implementing the meaning provisions of Q&A-2(b) of this Section 9 shall be borne by 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 CodeCompany.

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if in the event that Ernst & Young LLP or such other nationally recognized accounting firm as shall be selected by the Executive and the Company (as it exists prior to the Effective Date) (the “Accounting Firm Firm”) shall determine that receipt of all Payments payments, benefits or distributions by the Company or its affiliates in the nature of compensation to or for the Executive’s benefit, whether paid or payable pursuant to this Agreement or otherwise (a “Payment”) would (after taking into account any value attributable to the non-competition covenant in Section 10(a)), subject the Executive to the excise tax under Section 4999 of the Code, the Accounting Firm shall determine whether it is necessary to reduce any of the Payments paid or payable pursuant to the this Agreement (the “Agreement Payments”) so that to the Parachute Value (as defined below) of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount (as defined below). The Agreement Payments shall be so reduced to the Reduced Amount only if the Accounting Firm determines that the Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the Executive’s Agreement Payments were so reducedreduced to the Reduced Amount. If such a determination is not made by 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 reducedFirm, the Executive shall receive all Agreement Payments to which the Executive is entitled hereunderunder this Agreement. Notwithstanding anything to the contrary, in no event shall the value (if any) attributable to the non-competition covenant in Section 10(a) be taken into account for purposes of the Accounting Firm’s determination, if it would reduce the Agreement Payments to be paid to the Executive, it being understood that any such valuation is intended solely to reduce the amounts that are considered “parachute payments” and therefore any excise tax under Section 4999 of the Code. Any valuation of the non-competition covenant in Section 10(a) shall be determined by the Accounting Firm (or, if the Accounting Firm is not able to make such determination, an independent third-party valuation specialist, selected by the Executive), and the Company shall cooperate in good faith in connection with any such valuation process. (iib) If the Accounting Firm determines that aggregate Agreement Payments should be reduced so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced 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 (or, with respect to the valuation of the non-competition covenant in Section 10(a), to the extent applicable, the independent third-party valuation specialist) under this Section 5(c) 8 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as is reasonably practicable and in no event later than 15 fifteen (15) days following the Termination DateDate of Termination. For purposes of reducing the Agreement Payments so that to the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Reduced Amount, only amounts payable under the this Agreement (and no other Payments) shall be reduced. The reduction of the amounts payable hereunderAgreement Payments to the Reduced Amount, if applicable, shall be made by reducing the Agreement Payments that are parachute payments under the following sections in the following order: (1i) outplacement benefits under Section 4(b)(i5(a)(1)(C), (2ii) the cash Termination Payment described under Section 5(b5(a)(1)(B), and (3iii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii5(a)(1)(D). All reasonable fees and expenses of the Accounting Firm and the independent third-party valuation specialist (if any) shall be borne solely by the Company. (iiic) As a result of the uncertainty in the application of Section Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that which should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that which will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive that which the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, the Executive shall pay any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment amount shall be required payable by the Executive to the Company if and to the extent such deemed repayment payment would not either reduce the amount on which the Executive is subject to tax under Section Sections 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly paid (and in no event later than thirty (30) days following the date on which the Underpayment is determined) by the Company to or for the benefit of the Executive together with Interest. (ivd) To the extent requested by the ExecutiveFor purposes hereof, the Company and following terms have the Affiliated Entities 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.meanings set forth below:

Certain Reductions in Payments. (ia) Notwithstanding anything Anything in this Agreement to the contrarycontrary notwithstanding, if 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 the 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. (iib) 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 5(c) 7 shall be binding upon the Company, the Affiliated Entities Company and the Executive and shall be made as soon as reasonably practicable and in no event later than 15 days following the Termination DateDate 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 the 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 payments and benefits that are parachute payments in the following order: (1i) outplacement benefits under cash payments that do not constitute deferred compensation within the meaning of Section 4(b)(i), (2) 409A of the cash Termination Payment described under Section 5(b), Code; and (3ii) subsidized COBRA continuation coverage as provided under Section 4(b)(ii)cash payments that do constitute deferred compensation, in each case, beginning with payments or benefits that are to be paid the furthest in time from the Accounting Firm’s determination. All reasonable fees and expenses of the Accounting Firm shall be borne solely by the Company. For purposes of all present value determinations required to be made under this Section 7, the Company and the Executive elect to use the applicable federal rate that is in effect on the date hereof pursuant to Treasury Regulations § 1-280G, Q&A-32. (iii) As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement that should not have been so paid or distributed (each, an “Overpayment”) or that additional amounts that will have not been paid or distributed by the Company to or for the benefit of the Executive pursuant to this Agreement could have been so paid or distributed (each, an “Underpayment”). In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive that the Accounting Firm believes has a high probability of success determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive shall be repaid by the Executive to the Company (as applicable) together with Interest; provided, however, that no such repayment shall be required if and to the extent such deemed repayment would not either reduce the amount on which the Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be promptly paid by the Company to or for the benefit of the Executive together with Interest. (ivc) To the extent requested by the Executive, the Company and the Affiliated Entities 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 7: