Common use of Code Section 280G Clause in Contracts

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999 of the Code4999. As provided in this Section 1213, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1213, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 13 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 13 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 4999 of the Code4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999 of the Code4999. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 4999 of the Code4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies Notwithstanding any other provision of this Agreement, if either the Executive it is determined that benefits or the Company is subject to the Code. The benefits that the Executive may be entitled to receive payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of Code section 4999, it must be determined whether the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the The Executive will receive the Capped Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from the Executive receiving the total Parachute Payments, . If it is determined that the total Parachute Payments will should be adjusted reduced to the Reduced Amount, the Company must promptly notify the Executive of that determination, including a copy of the detailed calculations by first reducing an accounting firm or other professional organization qualified to make the amount calculation that was selected by the Company and acceptable to the Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of any benefits the Accounting Firm. All determinations made by the Accounting Firm under this Section 5 are binding upon the Company and the Executive. It is the intention of the Company and the Executive to reduce the Parachute Payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must would thereby be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determinationincreased. As a result of the uncertainty in the application of Sections 280G and Code section 4999 of the Code at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 12Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed (“Overpayment”) or that should additional amounts which will not have been paid or distributed under this Section 12 to or for the benefit of the Executive should have been so paid or distributed (“OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to in each case, consistent with the Executive under this Section 12 (“Underpayments”)calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Code section 7872(f)(2); provided, however, that no such loan will may be deemed to have been made except to the extent permitted by applicable law and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section Code section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting Firm will must promptly notify the Executive and the Company of that determination and the amount of that the Underpayment will and such amount, together with interest at the applicable federal rate under Code section 7872(f)(2) must be paid to the Executive promptly Executive. If it is determined that the total Parachute Payments should be reduced to the Reduced Amount, then the reduction shall first apply to Parachute Payments that are not subject to Code section 409A (and by the Companyfirst reducing such payments that are not payable in cash and then by reducing cash payments) and thereafter, if necessary, by reducing Parachute Payments that are subject to Code section 409A (and by first reducing such payments that are not payable in cash and then by reducing cash payments).

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999 of the Code4999. As provided in this Section 126, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 126, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 6 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 4999 of the Code4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted reduced until the value of the remaining Parachute Payments for purposes of Section 280G of the Code equals the Capped Amount. The reduction shall be effected by the Committee by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with by reducing such benefits in the source order that maximizes the reduction in the value of the reduction to be directed by Parachute Payments under Section 280G of the ParticipantCode) and then by the Committee reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with by reducing such benefits in the source order that maximizes the reduction in the value of the reduction to be directed by Parachute Payments under Section 280G of the ParticipantCode). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay such Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies Notwithstanding any other provision of this Agreement, if either the Executive it is determined that benefits or the Company is subject to the Code. The benefits that the Executive may be entitled to receive payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of Code section 4999, it must be determined whether the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the The Executive will receive the Capped Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from the Executive receiving the total Parachute Payments, . If it is determined that the total Parachute Payments will should be adjusted reduced to the Reduced Amount, the Company must promptly notify the Executive of that determination, including a copy of the detailed calculations by first reducing the amount independent accounting firm engaged to audit the Company’s financial statements (the “Accounting Firm”). All determinations made by the Accounting Firm under this Section 5 are binding upon the Company and the Executive. It is the intention of any benefits the Company and the Executive to reduce the Parachute Payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must would thereby be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determinationincreased. As a result of the uncertainty in the application of Sections 280G and Code section 4999 of the Code at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 12Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed (“Overpayment”) or that should additional amounts which will not have been paid or distributed under this Section 12 to or for the benefit of the Executive should have been so paid or distributed (“OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to in each case, consistent with the Executive under this Section 12 (“Underpayments”)calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Code section 7872(f)(2); provided, however, that no such loan will may be deemed to have been made except to the extent permitted by applicable law and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section Code section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting Firm will must promptly notify the Executive and the Company of that determination and the amount of that the Underpayment will and such amount, together with interest at the applicable federal rate under Code section 7872(f)(2) must be paid to the Executive promptly Executive. If it is determined that the total Parachute Payments should be reduced to the Reduced Amount, then the reduction shall first apply to Parachute Payments that are not subject to Code section 409A (and by the Companyfirst reducing such payments that are not payable in cash and then by reducing cash payments) and thereafter, if necessary, by reducing Parachute Payments that are subject to Code section 409A (and by first reducing such payments that are not payable in cash and then by reducing cash payments).

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing proportionally the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant)Code. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against either the Company or the Executive, which assertion the Accounting Firm reasonably believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided in this Section 1211, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1211, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 11 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 11 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. (a) This Section 12 8.2 applies only if either it is determined that the Executive Executive’s receipt of benefits or the Company is subject to the Code. The benefits payments that the Executive may be is entitled to receive under this Agreement and Agreement, taking into account other benefits or payments that the Executive is entitled to receive under other plans, agreements and or arrangements (which, together with the payments and benefits provided due under this Agreement, are referred to as the “Payments”), may constitute Parachute Payments that are would subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code Code. (b) The independent accounting firm engaged to audit the Company’s financial statements immediately before the Change in Control (the “Capped PaymentsAccounting Firm”). Thereafter, must determine whether some amount of the Payments would meet the definition below of a “Reduced Amount.” If the Accounting Firm will determine determines that there is a Reduced Amount, the Net After Tax Amount attributable Payments must be reduced to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Paymentssuch Reduced Amount, whichever provides the Executive with the higher Net After Tax Amountbut not below zero. If the Executive will receive Accounting Firm determines that there is a Reduced Amount, and that the Capped PaymentsPayments must be reduced, the total Parachute Payments will Company must promptly notify the Executive of that determination and furnish the Executive a copy of the detailed calculations prepared by the Accounting firm. Any reduction required under this subsection (b) shall be adjusted effected by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement Payments that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) first reducing any such Payments that are not payable in cash and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement such Payments payable in cash) and thereafter reducing Payments that are subject to Section 409A of the Code (with the source of the reduction to be directed Code. All determinations made by the Participant). The Accounting Firm will notify under this section are binding on the Executive and the Company if it Company. (c) If the Accounting Firm determines that there is not a Reduced Amount, the Parachute Payments must shall not be reduced to the Capped Payments and will send the Executive and the Company will make a copy tax indemnification payment (the “Additional Payment”) to the Executive in an amount sufficient to hold the Executive harmless from any and all federal, state and local income or excise taxes that the Executive incurs as a result of its detailed calculations supporting that determinationincurring any excise tax imposed under Section 4999 of the Code and the Executive’s receipt of the tax indemnification payment. The Additional Payment shall be paid to the Executive, in a single cash payment, within ten days after the Executive’s payment of the excise tax imposed under Section 4999 of the Code with respect to the Payments. (d) As a result of the uncertainty in the application of Sections 280G and Section 4999 of the Code at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 12Section, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed under this Section 8.2 (“Overpayment”) or that should additional amounts which will not have been paid or distributed to or for the benefit of the Executive could have been so paid or distributed under this Section 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 8.2 (“Underpayments”), in each case, consistent with the calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment, and any portion of an Additional Payment previously paid to the Executive that is attributable to the Overpayment, must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Section 7872(f)(2) of the Code; provided, however, that no such loan will may be deemed to have been made except to the extent permitted by applicable law and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section 1 or 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that that an Underpayment has occurred, the Accounting Firm will must promptly notify the Company and the Executive of the amount of the Underpayment and the Company must pay such amount (plus any tax indemnification determined under subsection (c) on the Underpayment), together with interest at the applicable federal rate under Section 7872(f)(2) of that determination the Code, to the Executive. (e) For purposes of this Section 8.2, (i) “Net After Tax Receipt” means the Present Value of some or all of the Payments net of all taxes imposed on the Executive with respect thereto under Sections 1 and 4999 of the Code, determined by applying the highest marginal rate under Section 1 of the Code which applied to the Executive’s taxable income for the immediately preceding taxable year, (ii) “Present Value” means the value determined in accordance with Section 280G(d)(4) of the Code, and (iii) “Reduced Amount” means the smallest aggregate amount of that Underpayment will be the Payments which (a) is less than the sum of all of the Payments and (b) results in aggregate Net After Tax Receipts which are equal to or greater than the Net After Tax Receipts which would result if the portion of the Payments paid to the Executive promptly by were any other amount less than the Companytotal Payments.

Code Section 280G. This Section 12 applies if either Unless the Executive or the Company is subject parties agree otherwise, notwithstanding anything in this Agreement to the Code. The benefits that contrary, if the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with aggregate amount of the benefits provided and payments under this Agreement, are referred and other payments and benefits which the Executive has the right to as receive from the Corporation (including the value of any equity rights which become vested upon a Change in Control) (the “Total Payments”)) would constitute a “parachute payment” as defined in Section 280G of the US Internal Revenue Code of 1986, may constitute Parachute Payments as amended, such that are the Executive would be subject to Sections 280G and the excise tax under Code Section 4999 of the Code. As provided , then the Accounting Firm (defined below in this Section 129) shall determine which of the following has a greater aggregate value for the Executive, the Parachute Payments will which greater value shall be reduced if, and only paid to the extent that, a reduction will allow Executive: (a) The after-tax amount that would be retained by the Executive to receive a greater Net After Tax Amount than (after taking into account all required income taxes payable by the Executive would receive absent a reduction. The Accounting Firm will first determine and the amount of any Parachute excise taxes that would be payable by the Executive under Code Section 4999 (the “Excise Taxes”)) if the Executive were to receive the Total Payments, or (b) The after-tax amount that would be retained by the Executive (after taking into account all federal, state and local income taxes payable by the Executive) if the Executive were to receive the Total Payments reduced to the largest amount that would result in no portion of the Total Payments being subject to Excise Taxes (the “Reduced Payments”). If the Total Payments are payable to the Executive, the Corporation shall not reimburse the Executive for any Excise Taxes imposed on the Executive or provide any such other compensation (whether through a tax gross-up or otherwise) to mitigate the effects of the Excise Taxes. If the Executive is to receive Reduced Payments, the Total Payments payable will be reduced or eliminated in the following order: (1) cash payments, (2) taxable benefits, (3) nontaxable benefits and (4) accelerated vesting of equity awards. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount determination of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If whether the Executive will receive the Capped Total Payments or the Reduced Payments, and the total Parachute Payments will be adjusted by first reducing calculation of the amount of any benefits under this Agreement or any other planthe Reduced Payments, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to if applicable, shall be directed performed by a nationally recognized certified public accounting firm selected by the Participant) and then by reducing Corporation (the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant“Accounting Firm”). The Accounting Firm will notify In the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time event that the Accounting Firm makes its is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Corporation may appoint another nationally recognized accounting firm to make the determinations under this Section 12, it is possible that amounts will have been paid or distributed required hereunder (which accounting firm shall then be referred to the Executive that should not have been paid or distributed under this Section 12 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 (“Underpayments”). If as the Accounting Firm determines, based on either the assertion hereunder). All fees and expenses of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will shall be deemed to have been made except to the extent permitted by applicable law and no amount will be payable borne solely by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the CompanyCorporation.

Code Section 280G. This Section 12 applies Notwithstanding any other provision of this Agreement, if either the Executive it is determined that benefits or the Company is subject to the Code. The benefits that the Executive may be entitled to receive payments payable under this Agreement and Agreement, taking into account other benefits that the Executive is entitled to receive or payments provided under other plans, agreements and arrangements (whichor arrangements, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are would subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of Code section 4999, it must be determined whether the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Reduced Amount. If the The Executive will receive the Capped Reduced Amount if the Reduced Amount results in equal or greater Net After Tax Receipts than the Net After Tax Receipts that would result from the Executive receiving the total Parachute Payments, . If it is determined that the total Parachute Payments will should be adjusted reduced to the Reduced Amount, the Company must promptly notify the Executive of that determination, including a copy of the detailed calculations by first reducing an accounting firm or other professional organization qualified to make the amount calculation that was selected by the Company and acceptable to the Executive (the “Accounting Firm”). The Company shall pay the fees and expenses of any benefits the Accounting Firm. All determinations made by the Accounting Firm under this Section 5 are binding upon the Company and the Executive. It is the intention of the Company and the Executive to reduce the Parachute Payments under this Agreement or and any other plan, agreement or arrangement that are not subject only if the aggregate Net After Tax Receipts to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must would thereby be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determinationincreased. As a result of the uncertainty in the application of Sections 280G and Code section 4999 of the Code at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 12Firm, however, it is possible that amounts will have been paid or distributed to or for the benefit of the Executive which should not have been so paid or distributed (“Overpayment”) or that should additional amounts which will not have been paid or distributed under this Section 12 to or for the benefit of the Executive should have been so paid or distributed (“OverpaymentsUnderpayment”), or that additional amounts should be paid or distributed to in each case, consistent with the Executive under this Section 12 (“Underpayments”)calculation of the Reduced Amount. If the Accounting Firm determinesFirm, based on either upon the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or other substantial authority, determines that an Overpayment has been made, any such Overpayment must be treated (if permitted by applicable law) for all purposes as a loan ab initio for which the Executive must repay to the Company, without interestCompany together with interest at the applicable federal rate under Code section 7872(f)(2); provided, however, that no such loan will may be deemed to have been made except to the extent permitted by applicable law and no amount will shall be payable by the Executive to the Company unless, if and then only to the extent that, the such deemed loan and payment would not either reduce the amount on which the Executive is subject to tax under Section Code section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Codesuch taxes. If the Accounting Firm determinesFirm, based upon controlling precedent or other substantial authority, determines that an Underpayment has occurred, the Accounting Firm will must promptly notify the Executive and the Company of that determination and the amount of that the Underpayment will and such amount, together with interest at the applicable federal rate under Code section 7872(f)(2), must be paid to the Executive promptly by Executive. If it is determined that the Companytotal Parachute Payments should be reduced to the Reduced Amount, then such reduction shall be applied in the following order: (i) payments that are payable in cash that are valued at full value under Treasury Regulation section 1.280G-1, Q&A 24(a) will be reduced (if necessary, to zero), with amounts that are payable last reduced first; (ii) payments due in respect of any equity valued at full value under Treasury Regulation section 1.280G-1, Q&A 24(a) will be reduced next (if necessary, to zero), with amounts that are payable or deliverable last reduced first; (iii) payments that are payable in cash that are valued at less than full value under Treasury Regulation section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation section 1.280G-1, Q&A 24); (iv) payments due in respect of any equity valued at less than full value under Treasury Regulation section 1.280G-1, Q&A 24 will be reduced next (if necessary, to zero), with the highest values reduced first (as such values are determined under Treasury Regulation section 1.280G-1, Q&A 24); and (v) all other non-cash benefits not otherwise described in clauses (ii) or (iv) will be next reduced pro-rata.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject (a) Anything in this Agreement to the Code. The benefits contrary notwithstanding, in the event that the Executive may be entitled to receive under this Agreement and other benefits Accounting Firm (as defined below) determines that the Executive is entitled to receive under other plans, agreements and arrangements receipt of all Payments (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are defined below) would subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Capped PaymentsCode”). Thereafter, the Accounting Firm will shall determine whether to reduce any of the Net After Tax Amount attributable Agreement Payments (as defined below) to the Capped PaymentsExecutive so that the Parachute Value (as defined below) of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). The Executive will receive Agreement Payments shall be so reduced only if the total Parachute Payments or the Capped Payments, whichever provides Accounting Firm determines that the Executive with would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the higher Net After Tax AmountAgreement Payments were so reduced. If the Accounting Firm determines that the Executive will receive would not have a greater Net After-Tax Receipt of aggregate Payments if the Capped PaymentsAgreement Payments were so reduced, the total Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all Payments will be adjusted 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 first reducing the amount of any benefits Accounting Firm under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of 5 shall be binding upon the Code (with the source of the reduction to be directed by the Participant) Company and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the Company if it determines date of the Executive’s termination of employment. For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all Payments must be reduced to the Capped Executive, in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and will send no other Payments) shall be reduced. The reduction contemplated by this Section 5, if applicable, shall be made by reducing payments and benefits (to the Executive extent such amounts are considered Payments) under the following sections in the following order: (i) any Payments under Section 3(e), (ii) any Payments under Section 3(d), and (iii) any other cash Agreement Payments that would be made upon a termination of the Company a copy of its detailed calculations supporting Executive’s employment, beginning with payments that determination. would be made last in time. (c) As a result of the uncertainty in the application of Sections 280G and Code Section 4999 of the Code at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 12hereunder, 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 under this Section 12 (each, an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of the Executive under pursuant to this Section 12 Agreement could have been so paid or distributed (each, an “UnderpaymentsUnderpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. If In the event that the Accounting Firm determinesFirm, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive must repay shall be repaid by the Executive to the Company, without interesttogether with interest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that no loan will such repayment shall be deemed to have been made except required if and to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Section Code Sections 1 and 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the Accounting Firm determinesFirm, 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, together with interest at the applicable federal rate provided for in Code Section 7872(f)(2). (d) In connection with making determinations under this Section 5, the Accounting Firm will notify shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control, including any non-competition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of that determination any such services, including any non-competition provisions. (e) All fees and expenses of the amount Accounting Firm in implementing the provisions of that Underpayment will this Section 5 shall be paid to the Executive promptly borne by the Company.

Code Section 280G. This Section 12 applies if either the Executive or (a) The severance pay and other payments, distributions and benefits provided by the Company is subject to the Code. The benefits that the Executive may be entitled or for your benefit pursuant to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, programs, and agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections the “golden parachute” rules of Code section 280G and 4999 the excise tax of the CodeCode section 4999. As provided in this Section 12, the The Company and you intend to reduce any Parachute Payments will be reduced (but not any payment, distribution or other benefit that is not a Parachute Payment) if, and only to the extent that, a reduction will allow the Executive you to receive a greater Net After Tax Amount than the Executive you would receive absent a reduction. The remaining provisions of this subsection describe how that intent will be effectuated. (b) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executiveyou. The Accounting Firm will also will determine the Net After Tax Amount attributable to the Executive’s your total Parachute Payments. . (c) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “your Capped Parachute Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the your Capped Parachute Payments. The Executive . (d) You will receive the total Parachute Payments or unless the Accounting Firm determines that the Capped Payments, whichever provides the Executive with the Parachute Payments will yield you a higher Net After Tax Amount. If the Executive , in which case you will receive the Capped Parachute Payments. If you will receive the Capped Parachute Payments, the your total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section Code section 409A of the Code (with the source of the reduction to be directed and by the Participant) and then by next reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section Code section 409A of the Code (in each case with the source of the reduction to be directed by the Participantreductions first coming from cash benefits and then from noncash benefits). The Accounting Firm will notify the Executive you and the Company if it determines that the Parachute Payments must be reduced to the Capped Parachute Payments and will send the Executive you and the Company a copy of its detailed calculations supporting that determination. . (e) As a result of the any uncertainty in the application of Sections Code sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 126, it is possible that amounts will have been paid or distributed to the Executive you that should not have been paid or distributed under this Section 12 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive you under this Section 12 6 (“Underpayments”). If the Accounting Firm determines, based on either controlling precedent, substantial authority or the assertion of a deficiency by the Internal Revenue Service against the Company you or the ExecutiveCompany, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, that an Overpayment has been made, then you shall have an obligation to pay the Executive must repay Company upon demand an amount equal to the Company, without interestsum of the Overpayment plus interest on such Overpayment at the prime rate provided in Code section 7872(f)(2) from the date of your receipt of such Overpayment until the date of such repayment; provided, however, that no loan will you shall be deemed obligated to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unlessmake such repayment if, and then only to the extent thatextent, that the deemed loan and payment repayment would either reduce the amount on which the Executive is you are subject to tax under Section Code section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the CodeCode section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive you and the Company of that determination and the Company will pay the amount of that Underpayment will be to you promptly in a lump sum, with interest calculated on such Underpayment at the prime rate provided in Code section 7872(f)(2) from the date such Underpayment should have been paid to the Executive promptly until actual payment. (f) All determinations made by the Company.Accounting Firm under this Section 6 are binding on you and the Company and must be made as soon as practicable but no later than thirty days after your Date of

Code Section 280G. This Section 12 applies if either (a) If it shall be determined that any benefit provided to the Executive or payment or distribution by or for the account of the Company is to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code. The benefits that ”), or any interest or penalties are incurred by the Executive may be entitled with respect to receive such excise tax resulting from any action or inaction by the Company (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the amounts payable under this Agreement and other benefits shall be reduced so that the Executive is entitled to receive under other plansParachute Value of all Payments, agreements and arrangements (whichin the aggregate, together with equals the benefits Safe Harbor Amount; provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided such reduction shall only be made if such reduction results in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to more favorable after-tax position for the Executive. The Accounting Firm also will determine payment reduction contemplated by the Net After Tax Amount attributable preceding sentence, if any, shall be implemented by determining the Parachute Payment Ratio for each “parachute payment” and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio. (b) All determinations required to be made under this Section 9, shall be made by the Company’s independent, certified public accounting firm or such other certified public accounting firm as may be designated by the Company prior to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount change in ownership or effective control (as defined for purposes of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 280G of the Code Code) of the Company (a “280G Change in Control”) (the “Capped PaymentsAccounting Firm”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable ) which shall provide detailed supporting calculations both to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Company and the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A within fifteen (15) business days of the Code (with the source receipt of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to notice from the Executive that should not have there has been paid or distributed under this Section 12 (“Overpayments”)a Payment, or that additional amounts should be paid or distributed to such earlier time as is requested by the Executive under this Section 12 (“Underpayments”)Company. If the Accounting Firm determinesis serving as accountant or auditor for the individual, based on either entity or group effecting a 280G Change in Control, the assertion of a deficiency by the Internal Revenue Service against Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company or to make the Executive, determinations required hereunder (which assertion accounting firm shall then be referred to as the Accounting Firm believes has a high probability hereunder). All fees and expenses of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, shall be borne solely by the Company. Any determination by the Accounting Firm will notify shall be binding upon the Executive Company and the Company Executive. (c) The following terms shall have the following meanings for purposes of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.this Section 9:

Code Section 280G. This Section 12 applies if either (a) If it shall be determined that any benefit provided to the Executive or payment or distribution by or for the account of the Company is to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code. The benefits that ”), or any interest or penalties are incurred by the Executive may be entitled with respect to receive such excise tax resulting from any action or inaction by the Company (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the amounts payable under this Agreement and other benefits shall be reduced so that the Executive is entitled to receive under other plansParachute Value of all Payments, agreements and arrangements (whichin the aggregate, together with equals the benefits Safe Harbor Amount; provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided such reduction shall only be made if such reduction results in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to more favorable after-tax position for the Executive. The Accounting Firm also will determine payment reduction contemplated by the Net After Tax Amount attributable preceding sentence, if any, shall be implemented by determining the Parachute Payment Ratio for each “parachute payment” and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio. (b) All determinations required to be made under this Section 9, shall be made by the Company’s independent, certified public accounting firm or such other certified public accounting firm, law firm or 280G consulting firm, as may be designated by the Company prior to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount change in ownership or effective control (as defined for purposes of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 280G of the Code Code) of the Company (a “280G Change in Control”) (the “Capped PaymentsAccounting Firm”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable ) which shall provide detailed supporting calculations both to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Company and the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A within fifteen (15) business days of the Code (with the source receipt of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to notice from the Executive that should not have there has been paid or distributed under this Section 12 (“Overpayments”)a Payment, or that additional amounts should be paid or distributed to such earlier time as is requested by the Executive under this Section 12 (“Underpayments”)Company. If the Accounting Firm determinesis serving as accountant or auditor for the individual, based on either entity or group effecting a 280G Change in Control, the assertion of a deficiency by the Internal Revenue Service against Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company or to make the Executive, determinations required hereunder (which assertion accounting firm shall then be referred to as the Accounting Firm believes has a high probability hereunder). All fees and expenses of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, shall be borne solely by the Company. Any determination by the Accounting Firm will notify shall be binding upon the Executive Company and the Company Executive. (c) The following terms shall have the following meanings for purposes of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.this Section 9:

Code Section 280G. This Section 12 applies if either (a) If it shall be determined that any benefit provided to the Executive or payment or distribution by or for the account of the Company is or its affiliates to or for the benefit of the Executive, whether provided, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code. The benefits that ”), or any interest or penalties are incurred by the Executive may be entitled with respect to receive such excise tax resulting from any action or inaction by the Company or its affiliates (such excise tax, together with any such interest and penalties, collectively, the “Excise Tax”), then the amounts payable under this Agreement and other benefits shall be reduced so that the Executive is entitled to receive under other plansParachute Value of all Payments, agreements and arrangements (whichin the aggregate, together with equals the benefits Safe Harbor Amount; provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided such reduction shall only be made if such reduction results in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to more favorable after-tax position for the Executive. The Accounting Firm also will determine payment reduction contemplated by the Net After Tax Amount attributable preceding sentence, if any, shall be implemented by determining the Parachute Payment Ratio for each “parachute payment” and then reducing the parachute payments in order beginning with the parachute payment with the highest Parachute Payment Ratio. For parachute payments with the same Parachute Payment Ratio, such parachute payments shall be reduced based on the time of payment of such parachute payments, with amounts having later payment dates being reduced first. For parachute payments with the same Parachute Payment Ratio and the same time of payment, such parachute payments shall be reduced on a pro rata basis (but not below zero) prior to reducing parachute payments with a lower Parachute Payment Ratio. (b) All determinations required to be made under this Section 9, shall be made by the Company’s independent, certified public accounting firm or such other certified public accounting firm as may be designated by the Company prior to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount change in ownership or effective control (as defined for purposes of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 280G of the Code Code) of the Company (a “280G Change in Control”) (the “Capped PaymentsAccounting Firm”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable ) which shall provide detailed supporting calculations both to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides Company and the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A within fifteen (15) business days of the Code (with the source receipt of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 12, it is possible that amounts will have been paid or distributed to notice from the Executive that should not have there has been paid or distributed under this Section 12 (“Overpayments”)a Payment, or that additional amounts should be paid or distributed to such earlier time as is requested by the Executive under this Section 12 (“Underpayments”)Company. If the Accounting Firm determinesis serving as accountant or auditor for the individual, based on either entity or group effecting a 280G Change in Control, the assertion of a deficiency by the Internal Revenue Service against Executive shall appoint another nationally recognized accounting firm which is reasonably acceptable to the Company or to make the Executive, determinations required hereunder (which assertion accounting firm shall then be referred to as the Accounting Firm believes has a high probability hereunder). All fees and expenses of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, shall be borne solely by the Company. Any determination by the Accounting Firm will notify shall be binding upon the Executive Company and the Company Executive. (c) The following terms shall have the following meanings for purposes of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.this Section 9:

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive Employee may be entitled to receive under this Agreement and other benefits that the Executive Employee is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), ) may constitute Parachute Payments that are subject to Code Sections 280G and 4999 of the Code4999. As provided in this Section 1211, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive Employee to receive a greater Net After Tax Amount than the Executive Employee would receive absent a reduction. The Accounting Firm Company, or its designee, will first determine the amount of any Parachute Payments that are payable to the ExecutiveEmployee. The Accounting Firm Company, or its designee, also will determine the Net After Tax Amount attributable to the ExecutiveEmployee’s total Parachute Payments. The Accounting Firm Company, or its designee, will next determine the largest amount of Payments that may be made to the Executive Employee without subjecting the Executive Employee to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm Company, or its designee, will determine the Net After Tax Amount attributable to the Capped Payments. The Executive Employee will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive Employee with the higher Net After Tax Amount. If the Executive Employee will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the ParticipantEmployee) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the ParticipantEmployee). The Accounting Firm Company, or its designee, will notify the Executive and the Company Employee if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company Employee a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm Company, or its designee, makes its determinations under this Section 1211, it is possible that amounts will have been paid or distributed to the Executive Employee that should not have been paid or distributed under this Section 12 11 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive Employee under this Section 12 11 (“Underpayments”). If the Accounting Firm Company, or its designee, determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the ExecutiveEmployee, which assertion the Accounting Firm Company, or its designee, believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive Employee must repay such Overpayment to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive Employee to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive Employee is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 4999 of the Code4999. If the Accounting Firm Company, or its designee, determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.controlling

Code Section 280G. This Section 12 applies if either the Executive or (a) The severance pay and other payments, distributions and benefits provided by the Company is subject to the Code. The benefits that the Executive may be entitled or for your benefit pursuant to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, programs, and agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections the “golden parachute” rules of Code section 280G and 4999 the excise tax of the CodeCode section 4999. As provided in this Section 12, the The Company and you intend to reduce any Parachute Payments will be reduced (but not any payment, distribution or other benefit that is not a Parachute Payment) if, and only to the extent that, a reduction will allow the Executive you to receive a greater Net After Tax Amount than the Executive you would receive absent a reduction. The remaining provisions of this subsection describe how that intent will be effectuated. (b) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executiveyou. The Accounting Firm will also will determine the Net After Tax Amount attributable to the Executive’s your total Parachute Payments. . (c) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “your Capped Parachute Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the your Capped Parachute Payments. The Executive . (d) You will receive the total Parachute Payments or unless the Accounting Firm determines that the Capped Payments, whichever provides the Executive with the Parachute Payments will yield you a higher Net After Tax Amount. If the Executive , in which case you will receive the Capped Parachute Payments. If you will receive the Capped Parachute Payments, the your total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section Code section 409A of the Code (with the source of the reduction to be directed and by the Participant) and then by next reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section Code section 409A of the Code (in each case with the source of the reduction to be directed by the Participantreductions first coming from cash benefits and then from noncash benefits). The Accounting Firm will notify the Executive you and the Company if it determines that the Parachute Payments must be reduced to the Capped Parachute Payments and will send the Executive you and the Company a copy of its detailed calculations supporting that determination. . (e) As a result of the any uncertainty in the application of Sections Code sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 126, it is possible that amounts will have been paid or distributed to the Executive you that should not have been paid or distributed under this Section 12 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive you under this Section 12 6 (“Underpayments”). If the Accounting Firm determines, based on either controlling precedent, substantial authority or the assertion of a deficiency by the Internal Revenue Service against the Company you or the ExecutiveCompany, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, that an Overpayment has been made, then you shall have an obligation to pay the Executive must repay Company upon demand an amount equal to the Company, without interestsum of the Overpayment plus interest on such Overpayment at the prime rate provided in Code section 7872(f)(2) from the date of your receipt of such Overpayment until the date of such repayment; provided, however, that no loan will you shall be deemed obligated to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unlessmake such repayment if, and then only to the extent thatextent, that the deemed loan and payment repayment would either reduce the amount on which the Executive is you are subject to tax under Section Code section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the CodeCode section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive you and the Company of that determination and the Company will pay the amount of that Underpayment will be to you promptly in a lump sum, with interest calculated on such Underpayment at the prime rate provided in Code section 7872(f)(2) from the date such Underpayment should have been paid to the Executive promptly until actual payment. (f) All determinations made by the CompanyAccounting Firm under this Section 6 are binding on you and the Company and must be made as soon as practicable but no later than thirty days after your Date of Termination. Within thirty days after your Date of Termination, the Company will pay to you the severance pay under Section 4 or the reduced Severance Amount as calculated by the Accounting Firm pursuant to Section 6. (g) For purposes of this Agreement, the following terms shall have the meanings indicated below:

Code Section 280G. This Section 12 applies if either (A) Anything in the Agreement to the contrary notwithstanding, in the event the Auditor determines that receipt of all Payments would subject the Executive or the Company is subject to the CodeExcise Tax, the Auditor shall determine whether to reduce any of the Payments that are otherwise payable pursuant to this Agreement (the “Agreement Payments”) so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The benefits Agreement Payments shall be so reduced only if the Auditor determines that the Executive may be entitled to receive under this would have a greater Net After-Tax Receipt of aggregate Payments if the Agreement and other benefits Payments were so reduced. If the Auditor determines that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive would not have a greater Net After After-Tax Amount than Receipt of aggregate Payments if the Agreement Payments were so reduced, the Executive would shall receive absent a reductionthe full amount of all Agreement Payments to which the Executive is otherwise entitled hereunder. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that Auditor may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereaftermake reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in good faith interpretations concerning the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes in making its determinations determination under this Section 125.2. (B) If the Auditor determines that aggregate Agreement Payments should be reduced so that the Parachute Value of all Payments, it is possible that amounts will have been paid or distributed to in the aggregate, equals the Safe Harbor Amount, the Company shall give the Executive notice to that should not have been paid or distributed effect and a copy of the detailed calculation thereof. All determinations made by the Auditor under this Section 12 5.2 shall be binding upon the Company and the Executive. For purposes of reducing the Agreement Payments so that the Parachute Value of all Payments, in the aggregate, equals the Safe Harbor Amount, only amounts payable under this Agreement (“Overpayments”and no other Payments) shall be reduced. The reduction of the amounts payable hereunder, if applicable, shall be made by reducing the payments and benefits in the following order: (i) reduction of cash payments, which will occur in reverse chronological order with the cash payment owed on the latest date following the event triggering the Excise Tax being the first cash payment to be reduced; (ii) cancellation of accelerated vesting of equity awards, which will occur in the reverse order of the date of grant for the stock awards (i.e., the vesting of the most recently granted equity awards will be reduced first); and (iii) reduction of other employee benefits, which will occur in reverse chronological order with the benefit owed on the latest date following the event triggering the Excise Tax being the first benefit to be reduced. With respect to each of clauses (i)-(iii), if any payments or that additional amounts should be paid or distributed to the Executive under this Section 12 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is benefits constitute deferred compensation subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 409A of the Code, the reduction will occur first as to amounts that are not deferred. If two or more of the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurredsame type of awards are granted on the same date, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment parachute payments associated with each award will be paid to reduced on a pro-rata basis. (C) For purposes of this Section 5.2, the Executive promptly by the Company.following definitions apply:

Code Section 280G. This Section 12 applies if either the Executive or (a) The severance pay and other payments, distributions and benefits provided by the Company is subject to the Code. The benefits that the Executive may be entitled or for your benefit pursuant to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, programs, and agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections the “golden parachute” rules of Code section 280G and 4999 the excise tax of the CodeCode section 4999. As provided in this Section 12, the The Company and you intend to reduce any Parachute Payments will be reduced (but not any payment, distribution or other benefit that is not a Parachute Payment) if, and only to the extent that, a reduction will allow the Executive you to receive a greater Net After Tax Amount than the Executive you would receive absent a reduction. The remaining provisions of this subsection describe how that intent will be effectuated. (b) The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executiveyou. The Accounting Firm will also will determine the Net After Tax Amount attributable to the Executive’s your total Parachute Payments. . (c) The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “your Capped Parachute Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the your Capped Parachute Payments. The Executive . (d) You will receive the total Parachute Payments or unless the Accounting Firm determines that the Capped Payments, whichever provides the Executive with the Parachute Payments will yield you a higher Net After Tax Amount. If the Executive , in which case you will receive the Capped Parachute Payments. If you will receive the Capped Parachute Payments, the your total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section Code section 409A of the Code (with the source of the reduction to be directed and by the Participant) and then by next reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section Code section 409A of the Code (in each case with the source of the reduction to be directed by the Participantreductions first coming from cash benefits and then from noncash benefits). The Accounting Firm will notify the Executive you and the Company if it determines that the Parachute Payments must be reduced to the Capped Parachute Payments and will send the Executive you and the Company a copy of its detailed calculations supporting that determination. 8 (e) As a result of the any uncertainty in the application of Sections Code sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 126, it is possible that amounts will have been paid or distributed to the Executive you that should not have been paid or distributed under this Section 12 6 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive you under this Section 12 6 (“Underpayments”). If the Accounting Firm determines, based on either controlling precedent, substantial authority or the assertion of a deficiency by the Internal Revenue Service against the Company you or the ExecutiveCompany, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, that an Overpayment has been made, then you shall have an obligation to pay the Executive must repay Company upon demand an amount equal to the Company, without interestsum of the Overpayment plus interest on such Overpayment at the prime rate provided in Code section 7872(f)(2) from the date of your receipt of such Overpayment until the date of such repayment; provided, however, that no loan will you shall be deemed obligated to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unlessmake such repayment if, and then only to the extent thatextent, that the deemed loan and payment repayment would either reduce the amount on which the Executive is you are subject to tax under Section Code section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the CodeCode section 4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive you and the Company of that determination and the Company will pay the amount of that Underpayment to you promptly in a lump sum, with interest calculated on such Underpayment at the prime rate provided in Code section 7872(f)(2) from the date such Underpayment should have been paid until actual payment. (f) All determinations made by the Accounting Firm under this Section 6 are binding on you and the Company and must be made as soon as practicable but no later than thirty days after your Date of Termination. Within thirty days after your Date of Termination, the Company will pay to you the severance pay under Section 4 or the reduced Severance Amount as calculated by the Accounting Firm pursuant to Section 6. (g) For purposes of this Agreement, the following terms shall have the meanings indicated below: (i) “Accounting Firm” means the public accounting firm retained as the Company’s independent auditor as of the date immediately prior to the Change in Control. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, you shall be entitled to appoint another nationally recognized public accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). If, however, such firm declines or is unable to undertake the determinations assigned to it under this Agreement, then “Accounting Firm” shall mean such other independent accounting firm mutually agreed upon by the Company and you. (ii) “Capped Parachute Payments” means the largest amount of Parachute Payments that may be paid to you without liability for any excise tax under Code section 4999. (iii) “Net After Tax Amount” means the Executive promptly amount of any Parachute Payments or Capped Parachute Payments, as applicable, net of taxes imposed under Code sections 1, 3101(b) and 4999 and any state or local income taxes applicable to you as in effect on the date of the payment under Section 6 of this Agreement. The determination of the Net After Tax Amount shall be made using the highest combined effective rate imposed by the Company.foregoing taxes on income of the same character as the Parachute Payments or Capped Parachute Payments, as applicable, in effect for the year for which the determination is made. (iv) “Parachute Payment” means a payment that is described in Code section 280G(b)(2) (without regard to whether the aggregate present value of such payments exceeds the limit prescribed by Code section 280G(b)(2)(A)(ii)). The amount of any Parachute Payment shall be determined in accordance with Code section 280G and the regulations promulgated thereunder, or, in the absence of final regulations, the proposed regulations promulgated under Code section 280G 9

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Sections 280G and 4999 of the Code. As provided in this Section 1214, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 1214, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 14 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 14 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Section 4999 of the Code or generate a refund of tax imposed under Section 4999 of the Code. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject to the Code. The benefits that the Executive may be entitled to receive under this Agreement and other benefits that the Executive is entitled to receive under other plans, agreements and arrangements (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are subject to Code Sections 280G and 4999 of the Code4999. As provided in this Section 125, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Code Section 4999 of the Code (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. The Executive will receive the total Parachute Payments or the Capped Payments, whichever provides the Executive with the higher Net After Tax Amount. If the Executive will receive the Capped Payments, the total Parachute Payments will be adjusted by first reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant) and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. As a result of the uncertainty in the application of Code Sections 280G and 4999 of the Code at the time that the Accounting Firm makes its determinations under this Section 125, it is possible that amounts will have been paid or distributed to the Executive that should not have been paid or distributed under this Section 12 5 (“Overpayments”), or that additional amounts should be paid or distributed to the Executive under this Section 12 5 (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, the Executive must repay to the Company, without interest; provided, however, that no loan will be deemed to have been made except to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of the Code or generate a refund of tax imposed under Code Section 4999 of the Code4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company.

Code Section 280G. This Section 12 applies if either the Executive or the Company is subject (a) Anything in this Agreement to the Code. The benefits contrary notwithstanding, in the event that the Executive may be entitled to receive under this Agreement and other benefits Accounting Firm (as defined below) determines that the Executive is entitled to receive under other plans, agreements and arrangements receipt of all Payments (which, together with the benefits provided under this Agreement, are referred to as “Payments”), may constitute Parachute Payments that are defined below) would subject to Sections 280G and 4999 of the Code. As provided in this Section 12, the Parachute Payments will be reduced if, and only to the extent that, a reduction will allow the Executive to receive a greater Net After Tax Amount than the Executive would receive absent a reduction. The Accounting Firm will first determine the amount of any Parachute Payments that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. The Accounting Firm will next determine the largest amount of Payments that may be made to the Executive without subjecting the Executive to tax under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Capped PaymentsCode”). Thereafter, the Accounting Firm will shall determine whether to reduce any of the Net After Tax Amount attributable Agreement Payments (as defined below) to the Capped PaymentsExecutive so that the Parachute Value (as defined below) of all Payments to the Executive, in the aggregate, equals the applicable Safe Harbor Amount (as defined below). The Executive will receive Agreement Payments shall be so reduced only if the total Parachute Payments or the Capped Payments, whichever provides Accounting Firm determines that the Executive with would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if the higher Net After Tax AmountAgreement Payments were so reduced. If the Accounting Firm determines that the Executive will receive would not have a greater Net After-Tax Receipt of aggregate Payments if the Capped PaymentsAgreement Payments were so reduced, the total Executive shall receive all Agreement Payments to which the Executive is entitled hereunder. (b) If the Accounting Firm determines that the aggregate Agreement Payments to the Executive should be reduced so that the Parachute Value of all Payments will be adjusted 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 first reducing the amount of any benefits Accounting Firm under this Agreement or any other plan, agreement or arrangement that are not subject to Section 409A of 5 shall be binding upon the Code (with the source of the reduction to be directed by the Participant) Company and then by reducing the amount of any benefits under this Agreement or any other plan, agreement or arrangement that are subject to Section 409A of the Code (with the source of the reduction to be directed by the Participant). The Accounting Firm will notify the Executive and shall be made as soon as reasonably practicable and in no event later than fifteen (15) days following the Company if it determines date of the Executive’s termination of employment. For purposes of reducing the Agreement Payments to the Executive so that the Parachute Value of all Payments must be reduced to the Capped Executive, in the aggregate, equals the applicable Safe Harbor Amount, only Agreement Payments (and will send no other Payments) shall be reduced. The reduction contemplated by this Section 5, if applicable, shall be made by reducing payments and benefits (to the Executive extent such amounts are considered Payments) under the following sections in the following order: (i) any Payments under Section 3(e); (ii) any Payments under Section 3(d); and (iii) any other cash Agreement Payments that would be made upon a termination of the Company a copy of its detailed calculations supporting Executive’s employment, beginning with payments that determination. would be made last in time. (c) As a result of the uncertainty in the application of Sections 280G and Code Section 4999 of the Code at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 12hereunder, 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 under this Section 12 (each an “OverpaymentsOverpayment”), ) or that additional amounts should be which will have not been paid or distributed by the Company to or for the benefit of the Executive under pursuant to this Section 12 Agreement could have been so paid or distributed (each an “UnderpaymentsUnderpayment”), in each case consistent with the calculation of the applicable Safe Harbor Amount hereunder. If In the event that the Accounting Firm determinesFirm, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, Executive which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritysuccess, determines that an Overpayment has been made, any such Overpayment paid or distributed by the Company to or for the benefit of the Executive must repay shall be repaid by the Executive to the Company, without interesttogether with interest at the applicable federal rate provided for in Code Section 7872(f)(2); provided, however, that no loan will such repayment shall be deemed to have been made except required if and to the extent permitted by applicable law and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the such deemed loan and payment repayment would not either reduce the amount on which the Executive is subject to tax under Section Code Sections 1 and 4999 of the Code or generate a refund of tax imposed under Section 4999 of such taxes. In the Code. If event that the Accounting Firm determinesFirm, 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, together with interest at the applicable federal rate provided for in Code Section 7872(f)(2). (d) In connection with making determinations under this Section 5, the Accounting Firm will notify shall take into account the value of any reasonable compensation for services to be rendered by the Executive before or after the Change in Control, including any noncompetition provisions that may apply to the Executive, and the Company shall cooperate in the valuation of that determination any such services, including any noncompetition provisions. (e) All fees and expenses of the amount Accounting Firm in implementing the provisions of that Underpayment will this Section 5 shall be paid to the Executive promptly borne by the Company.