Common use of Code Section 280G Clause in Contracts

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement or any other plan or agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under received or to be received by Executive (whether pursuant to the terms of this Agreement or under any other plan, agreement arrangement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person agreement) (all such payments and benefits being referred to herein as benefits, the “Total Payments”) and it is determined that would not be deductible (in whole or in part) by the Bank or any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, parent or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount subsidiary entity of the Total Payments Bank making such payment or (2) an amount equal providing such benefit as a result of Section 280G of the Code, then, to the Total Payments, reduced by the minimum amount extent necessary to prevent any make such portion of the Total Payments from being an “excess parachute payment” (within deductible, the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may that do not constitute deferred compensation within the meaning of Section 409A shall first be subject reduced (if necessary, to zero), and all other Total Payments shall thereafter be reduced (if necessary, to zero) with cash payments being reduced before non-cash payments, and payments to be paid last being reduced first, but only if (i) the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full net amount of the such Total Payments, as so reduced (i) there shall be taken into account any Excise Tax and all applicable after subtracting the net amount of federal, state and local income taxes required on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to be paid by Executive in respect of the receipt of such payments and reduced Total Payments) is greater than or equal to (ii) the net amount of such payments shall be deemed to be subject to federal income taxes at Total Payments without such reduction (but after subtracting the highest rate net amount of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occursfederal, and state and local income taxes at on such Total Payments and the highest rate amount of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date tax imposed by Section 4999 of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such Code (and similar state and local taxes (as determined by assuming that laws) to which Executive would be subject in respect of such deduction is subject to unreduced Total Payments and after taking into account the maximum limitation applicable to phase out of itemized deductions under Code Section 68 and any other limitations applicable personal exemptions attributable to the deduction of state and local income taxes under the Codesuch unreduced Total Payments). (b) All computations and determinations called for by Any determination required under this Section 3.4 11 shall be made in writing in good faith by a reputable independent public an accounting firm or independent tax counsel appointed selected in good faith by the Company Bank (the “FirmAccountants”). All determinations made by The Bank and Executive shall provide the Firm Accountants with such information and documents as the Accountants may reasonably request in order to make a determination under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company11. For purposes of making its the calculations and determinations under required by this Section 3.411, the Firm Accountants may rely on reasonable, good faith interpretations assumptions and approximations concerning the application of Code Sections Section 280G and 4999Section 4999 of the Code. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments Accountants’ determinations shall be reduced by final and binding on the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, Bank and (2) reduction of any Total Payments that are exempt from Code Section 409A.Executive.

Code Section 280G. (a) Notwithstanding anything in any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, on or after the date if any of the Companypayments or benefits provided or to be provided by the Company or its affiliates to the Executive or for the Executive’s initial public offering, in benefit pursuant to the event that Executive becomes entitled to receive or receives any payment or benefit under terms of this Agreement or under any other plan, agreement or arrangement with otherwise (“Covered Payments”) constitute parachute payments within the Company, any person whose actions result in a Change in Control or any other person affiliated with meaning of Section 280G of the Company or such person Code (all such payments and benefits being referred to herein as the “Total Parachute Payments”) and it is determined that any of the Total Payments will would, but for this Section 11 be subject to any the excise tax pursuant to imposed under Section 4999 of the Code Section 4999, (or any successor provision thereto) or any similar tax imposed by state or successor provision local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Company Covered Payments shall pay to Executive be payable either (1i) the in full amount of the Total Payments or (2ii) an amount equal reduced to the Total Payments, reduced by the minimum amount extent necessary to prevent any ensure that no portion of the Total Covered Payments from being an “excess parachute payment” (within is subject to the meaning of Code Section 280G) (the “Capped Payments”)Excise Tax, whichever of the foregoing amounts (i) or (ii) results in the Executive’s receipt by Executive, on an after-tax basis, basis of the greatest amount of Total Payments notwithstanding that all or some portion of benefits after taking into account the Total Payments may be subject to applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). For purposes The Covered Payments shall be reduced in a manner that maximizes the Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt Section 409A of the full amount Code, to the extent applicable, and where two or more economically equivalent amounts that are subject to Section 409A of the Total Payments, (i) there shall be taken into account any Excise Tax Code and all applicable federal, state and local taxes are required to be paid reduced by Executive in respect reason of the receipt of this Section 11(a), all such payments and (ii) such payments amounts shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals reduced in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code)same proportions. (b) All computations and determinations called for by Any determination required under this Section 3.4 11 shall be made by a reputable independent public accounting firm or independent tax counsel appointed in writing by the Company (the “Firm”). All determinations made or by the Firm under this Section 3.4 shall be conclusive an accounting firm selected and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested paid for by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to provide the Firm Company with such information and documents as the Firm Company may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its servicesorder to make a determination under this Section 11. (c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in of Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in of Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 3.4.2 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 3.4.2 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.33.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.43.4.2, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a3.4.2(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in of Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in of Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 4.4.2 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 4.4.2 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.34.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.44.4.2, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a4.4.2(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in any provision of this Agreement to the contrary, on or after the date of the Company’s initial public offering, in : (a) In the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control change of control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1i) the full amount of the Total Payments or (2ii) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control change of control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Controlchange of control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 8.5 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 8.5 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3terminates, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4determinations, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a) 8.5 applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1i) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2ii) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in any other provision of this Agreement or any other plan, arrangement, or agreement to the contrary, on or after the date if any of the Companypayments or benefits provided or to be provided by the Company or its affiliates to Executive or for Executive’s initial public offering, in benefit pursuant to the event that Executive becomes entitled to receive or receives any payment or benefit under terms of this Agreement or under any other plan, agreement or arrangement with otherwise (“Covered Payments”) constitute parachute payments within the Company, any person whose actions result in a Change in Control or any other person affiliated with meaning of Section 280G of the Company or such person Code (all such payments and benefits being referred to herein as the “Total Parachute Payments”) and it is determined that any of the Total Payments will would, but for this Section 11 be subject to any the excise tax pursuant to imposed under Section 4999 of the Code Section 4999, (or any successor provision thereto) or any similar tax imposed by state or successor provision local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Company Covered Payments shall pay to Executive be payable either (1i) the in full amount of the Total Payments or (2ii) an amount equal reduced to the Total Payments, reduced by the minimum amount extent necessary to prevent any ensure that no portion of the Total Covered Payments from being an “excess parachute payment” (within is subject to the meaning of Code Section 280G) (the “Capped Payments”)Excise Tax, whichever of the foregoing amounts (i) or (ii) results in the Executive’s receipt by Executive, on an after-tax basis, basis of the greatest amount of Total Payments notwithstanding that all or some portion of benefits after taking into account the Total Payments may be subject to applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax). For purposes The Covered Payments shall be reduced in a manner that maximizes Executive’s economic position. In applying this principle, the reduction shall be made in a manner consistent with the requirements of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt Section 409A of the full amount Code, to the extent applicable, and where two or more economically equivalent amounts that are subject to Section 409A of the Total Payments, (i) there shall be taken into account any Excise Tax Code and all applicable federal, state and local taxes are required to be paid reduced by Executive in respect reason of the receipt of this Section 11(a), all such payments and (ii) such payments amounts shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals reduced in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code)same proportions. (b) All computations and determinations called for by Any determination required under this Section 3.4 11 shall be made by a reputable independent public accounting firm or independent tax counsel appointed in writing by the Company (the “Firm”). All determinations made or by the Firm under this Section 3.4 shall be conclusive an accounting firm selected and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested paid for by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to provide the Firm Company with such information and documents as the Firm Company may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its servicesorder to make a determination under this Section 11. (c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives If any payment or benefit under this Agreement or under Employee would receive from the Company, Parent, any member of the Parent Group, any other plan, agreement or arrangement with affiliate of the Company, any person whose actions result in acquirer of the Company, and/or pursuant to this Agreement, but determined without regard to any additional payment required under this section, (collectively, the “280G Payment”) would (x) constitute a Change in Control “parachute payment” within the meaning of Section 280G of the Code, and (y) be subject to the excise tax imposed by Section 4999 of the Code or any other person affiliated interest or penalties payable with the Company or respect to such person excise tax (all such payments excise tax, together with any such interest and benefits being penalties, are hereinafter collectively referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “280G Excise Tax”), the Company then such 280G Payments shall pay to Executive be either (1a) the full amount of the Total such 280G Payments or (2b) an such lesser amount equal to the Total Payments, (with cash payments being reduced by the minimum amount necessary to prevent any first) as would result in no portion of the Total 280G Payments from being an “excess parachute payment” (within subject to the meaning of Code Section 280G) (the “Capped Payments”)G Excise Tax, whichever of the foregoing amounts amounts, taking into account the applicable federal, state and local employment taxes, income taxes and the 280G Excise Tax, results in the receipt by ExecutiveEmployee’s receipt, on an after-tax basis, of the greatest greater amount of Total the 280G Payments notwithstanding that all or some portion of the Total 280G Payments may be subject to the 280G Excise Tax. For The accounting firm engaged by the Company for general audit purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt as of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required day prior to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at change of control shall perform the highest rate of taxation applicable to individuals in foregoing calculations. If the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed so engaged by the Company (is also serving as accountant or auditor for the “Firm”). All determinations made individual, entity or group which will control the Company upon the occurrence of a change of control, the Company shall appoint a nationally recognized accounting firm other than the accounting firm engaged by the Firm under this Section 3.4 shall be conclusive and binding on both Company for general audit purposes to make the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinationsrequired hereunder. The Company shall bear all fees and expenses charged with respect to the determinations by the Firm in connection with its services. (c) In the event that Section 3.4(a) applies and a reduction is such accounting firm required to be applied made hereunder. The Company shall request that the accounting firm engaged to make the determinations hereunder provide its calculations, together with detailed supporting documentation, to the Total Payments thereunder, Company and Employee within thirty (30) days after the Total Payments shall be reduced date on which such accounting firm has been engaged to make such determinations or such other time as requested by the Company in its reasonable discretion in or Employee. If the following order: (1) reduction accounting firm determines that no 280G Excise Tax is payable with respect to a 280G Payment, the Company shall request that it furnish the Company and Employee with an opinion reasonably acceptable to Employee that no 280G Excise Tax will be imposed with respect to such 280G Payment. Any good faith determinations of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409Athe accounting firm made hereunder shall be final, as determined by the Companybinding, and (2) reduction of any Total Payments conclusive upon the Company and Employee. Notwithstanding the foregoing, if the Internal Revenue Service determines that 280G Excise Taxes are exempt from Code Section 409A.owed, the Company shall promptly pay the 280G Tax Restoration Payment to Employee.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1i) the full amount of the Total Payments or (2ii) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 3.4.3 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 3.4.3 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.33.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.43.4.3, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a3.4.3(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1i) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2ii) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in In the event that Executive becomes shall become entitled to receive or receives any payment or benefit under this payments and/or benefits provided by the Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with amounts to (or for the benefit of) Executive that constitute “parachute payments,” as such term is defined under Section 280G of the Code, as a result of a change in ownership or effective control of the Company or such person in the ownership of a substantial portion of the assets of the Company (all such payments and benefits being referred to herein as collectively, the “Total Company Payments”) ), and it is determined that any of the Total such Company Payments will be subject to any excise the tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”) imposed by Section 4999 of the Code (and similar tax, if any, that may hereafter be imposed by any taxing authority), the Company shall pay to Executive either at the time specified in clause (1v) below an additional amount (the full “Gross-Up Payment”) such that the net amount retained by Executive from the Company Payments together with the Gross-Up Payment, after deduction of any Excise Tax on the Total Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-Up Payment provided for by this clause (2) an amount i), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments. (b) For purposes of determining whether any of the Company Payments and Gross-Up Payment (collectively, the “Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G”) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may will be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from Tax and the Capped Payments than from receipt of the full amount of the Total Payments, such Excise Tax: (i) there the Total Payments shall be taken into account any Excise Tax treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all applicable federal, state and local taxes required to be paid by Executive “parachute payments” in respect excess of the receipt “base amount” (as defined under Section 280G(b)(3) of such payments and (iithe Code) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (treated as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 Excise Tax, unless and any other limitations applicable except to the deduction extent that, in the opinion of state and local income taxes the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by or a reputable independent certified public accounting firm accountant appointed following a change in ownership that is or independent tax counsel appointed selected by such accountants or the Company (the “FirmAccountants”). All determinations made ) such Total Payments (in whole or in part): (1) do not constitute “parachute payments,” (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax; and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Firm under this Accountants in accordance with the principles of Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any 280G of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its servicesCode. (c) In the event that the Accountants are serving as accountants or auditors for the individual, entity or group effecting the change in control (within the meaning of Section 3.4(a) applies and a reduction is required 280G of the Code), Executive may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be applied referred to as the “Accountants” hereunder). All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Total Payments thereunder, the Total Payments shall be reduced Company and Executive at such time as it is requested by the Company in its reasonable discretion or Executive. The determination of the Accountants, subject to the adjustments provided below, shall be final and binding upon the Company and Executive. (d) For purposes of determining the amount of the Gross-Up Payment, Executive’s marginal blended actual rates of federal, state and local income taxation in the following order: calendar year in which the change in ownership or effective control that subjects Executive to the Excise Tax occurs shall be used. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-Up Payment attributable to such reduction (1plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction). Notwithstanding the foregoing, in the event that any portion of the Gross-Up Payment to be refunded to the Company has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) reduction shall not be required until actual refund or credit of such portion has been made to Executive. Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if Executive’s claim for refund or credit is denied. In the event that the Excise Tax is later determined by the Accountants or the Internal Revenue Service (or other taxing authority) to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any Total Payments payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) promptly after the amount of such excess is finally determined. (e) The Gross-Up Payment or portion thereof provided for in clause (iv) above shall be paid not later than the sixtieth (60th) day following an event occurring which subjects Executive to the Excise Tax; provided, however, that are subject if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to Code Section 409A Executive on a pro-rata basis or such other manner that complies with Code Section 409Aday an estimate, as determined in good faith by the CompanyAccountants, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to clause (iv) above, as soon as the amount thereof can reasonably be determined, but in no event later than the seventy-fifth (75th) day after the occurrence of the event subjecting Executive to the Excise Tax. Subject to clauses (iv) and (ix) of this Exhibit B, in the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifth (5th) day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (f) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect Executive, but Executive shall control any other issues. In the event that the issues are interrelated, Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree, Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, Executive shall permit the representative of the Company to accompany Executive, and Executive and Executive’s representative shall cooperate with the Company and its representatives. (2g) reduction The Company shall be responsible for all charges of the Accountants. (h) The Company and Executive shall promptly deliver to each other copies of any Total Payments written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Section 12. (i) Nothing in this Section 12 is intended to violate the Sxxxxxxx-Xxxxx Act of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to Executive and the repayment obligation null and void. (j) Notwithstanding the foregoing, any payment or reimbursement made pursuant to this Section 12 shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are exempt from Code the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed. (k) The provisions of this Section 409A.12 shall survive the termination of Executive’s employment with the Company for any reason.

Code Section 280G. (a) a. Notwithstanding anything in any other provision of this Agreement or any other plan, arrangement or agreement to the contrarycontrary (including the Equity Incentive Plan), on if there is a change of ownership or after effective control or change in the date ownership of a substantial portion of the Company’s initial public offering, in assets of a corporation (within the event that Executive becomes entitled to receive or receives meaning of Section 280G of the Code) and any payment or benefit under (including payments and benefits pursuant to this Agreement or under any other plan, agreement or arrangement with Agreement) that the Company, any person whose actions result in a Change in Control or any other person affiliated with Executive would receive from the Company or such person otherwise (all such payments and benefits being referred to herein as “Transaction Payment”) would (i) constitute a “parachute payment” within the meaning of Section 280G of the Internal Revenue Code of 1986 (the “Total PaymentsCode”), and (ii) and it is determined that any of the Total Payments will but for this sentence, be subject to any the excise tax pursuant to imposed by Section 4999 of the Code Section 4999, or any similar or successor provision (the “Excise Tax”), then the Company shall pay cause to Executive either (1) the full amount be determined, before any amounts of the Total Payments or (2) an amount equal Transaction Payment are paid to the Total PaymentsExecutive, reduced by the minimum amount necessary to prevent any portion which of the Total Payments from being an “excess parachute payment” (within the meaning following two alternative forms of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results payment would result in the receipt by Executive’s receipt, on an after-tax basis, of the greatest greater amount of Total Payments the Transaction Payment notwithstanding that all or some portion of the Total Payments Transaction Payment may be subject to the Excise Tax: (1) payment in full of the entire amount of the Transaction Payment (a “Full Payment”), or (2) payment of only a part of the Transaction Payment so that the Executive receives the largest payment possible without the imposition of the Excise Tax (a “Reduced Payment”). For purposes of determining whether Executive would receive to make a greater after-tax benefit from Full Payment or a Reduced Payment, the Capped Payments than from receipt of the full amount of the Total Payments, (i) there Company shall cause to be taken into account any Excise Tax and all applicable federal, state and local income and employment taxes required to be paid by Executive in respect of and the receipt of such payments and Excise Tax (ii) such payments shall be deemed to be subject to federal income taxes all computed at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Controlmarginal rate, net of the maximum reduction in federal income taxes that which could be obtained from a deduction of such state and local taxes taxes). If a Reduced Payment is made, the reduction in payments and/or benefits will occur in the following order: (as determined by assuming that such deduction is subject 1) first, reduction of cash payments, in reverse order of scheduled payment date (or if necessary, to zero), (2) then, reduction of non-cash and non-equity benefits provided to the maximum limitation applicable Executive, on a pro rata basis (or if necessary, to itemized deductions under Code Section 68 zero), and any other limitations applicable to (3) then, cancellation of the deduction acceleration of state and local income taxes under vesting of equity award compensation in the Code)reverse order of the date of grant of the Executive’s equity awards. (b) All computations b. Unless the Executive and determinations called for by the Company otherwise agree in writing, any determination required under this Section 3.4 section shall be made in good faith in writing by a reputable an independent public accounting firm or independent tax counsel appointed selected by the Company which is reasonably acceptable to the Executive (the “FirmAccountants”). All determinations made by the Firm under this Section 3.4 , whose determination shall be conclusive and binding on both upon the Executive and the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Companyfor all purposes absent manifest error. For purposes of making its determinations under the calculations required by this Section 3.4section, the Firm Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 49994999 of the Code. The Accountants shall provide detailed supporting calculations to the Company and the Executive as requested by the Company or the Executive. The Executive and the Company shall furnish to the Firm Accountants such information and documents as the Firm Accountants may reasonably request in making its determinationsorder to make a determination under this section. The Company shall bear all fees and expenses charged by costs of the Firm Accountants in connection with its servicesany calculations contemplated by this Section 11(b). (c) In c. Notwithstanding the foregoing, in the event that no stock of the Company or its Affiliates is readily tradable on an established securities market or otherwise (within the meaning of Section 3.4(a280G of the Code) applies and a reduction is required to be applied to at the Total Payments thereundertime of the change in control, the Total Company shall, upon request of the Executive, submit to a vote of shareholders for approval the portion of the Transaction Payments that exceeds three times the Executive’s “base amount” (within the meaning of Section 280G of the Code) (the “Excess Parachute Payments”) in accordance with Treas. Reg. §1.280G-1, and the parties shall be reduced by cooperate with such vote of shareholders, including the Company in its reasonable discretion in the following order: (1) reduction execution of any Total required documentation subjecting the Executive’s entitlement to all Excess Parachute Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.shareholder vote.

Code Section 280G. (ai) Notwithstanding anything in any provision of this Agreement to the contrary, on if Employee becomes entitled to payment and/or benefits by this Agreement or after the date of the Company’s initial public offering, any other amounts in the event nature of compensation, whether alone or together or with payments or benefits that Executive becomes Employee receives or realizes or is then entitled to receive or receives realize from the Company or any payment of its affiliates or benefit under this Agreement or under any ay other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control change of ownership or any other person affiliated with effective control of the Company or such person (all Company, and such payments and and/or benefits being referred to herein as would constitute an “excess parachute payment” within the meaning of Section 280G of the Internal Revenue Code (the “Total PaymentsCode”) and/or any corresponding and it is determined applicable state law provision, the payments and/or benefits provided to Employee under this Agreement will be reduced by reducing the amount of payments or benefits payable to Employee (the “280G Reduction”) to the extent necessary so that any no portion of the Total Payments Employee’s payments or benefits will be subject to any the excise tax pursuant to imposed by Section 4999 of the Code Section 4999, or any similar interest or successor provision penalties are incurred by Employee with respect to such excise tax (such excise tax, together with any such interest and penalties are hereinafter collectively referred to as the “Excise Tax”). Notwithstanding the foregoing, the 280G Reduction will be made only if, by reason of that deduction, Employee’s “net after tax benefit” (as defined below) exceeds the net after tax benefit he would realize if the 280G Reduction were not made. The reduction of payments or benefits shall be made by reducing, first, cash payments in in the order receivable in time, and then, to the extent necessary, from the non-cash benefits in similar order. To the extent that the 280G Reduction is not applicable because Employee’s net after tax benefits is greater than the net after tax benefit that he would receive if the 280G Reduction were made, then the Company shall will pay to Executive either Employee a “Gross-Up Payment” as set forth below in Section 6(f)(iii). (1ii) For purposes of this Section 6(f), “net after tax benefit” means the sum of (a) the full total amount of the Total Payments received or (2) an amount equal realized by Employee pursuant to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an this Agreement that would constitute a “excess parachute payment” (within the meaning of Code Section 280GG of the Code and any corresponding and applicable state law provision, plus (b) any and all other payments or benefits that Employee receives or realizes or is then entitled to receive or realize from the Company and any of its affiliates or that are otherwise within the scope of payments and/or benefits provided for in sub-clause (i) above that would constitute a “parachute payment” within the meaning of Section 280G of the Code and any corresponding and applicable state law provision, less (c) the amount of federal, state and local and social security taxes payable with respect to the payments or benefits described in (a) and (b) above calculated at the maximum marginal individual income tax rate for each year in which payments or benefits are realized by Employee (based upon the rate in effect for that year as set forth in the Code at the time of the first receipt or realization of the foregoing), less (d) the amount of excise taxes imposed with respect to the payments or benefits described in (a) and (b) above by Section 4999 of the Code and any corresponding and applicable state law provision. (iii) As provided above, in the event that (a) Employee’s net after tax benefit without the 280G Reduction is greater than the net after tax benefit that he would receive if the 280G Reduction were made, and (b) it shall be determined that any payment or distribution by the Company to or for the benefit of Employee (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section) (the a “Capped PaymentsPayment”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may ) would be subject to the Excise Tax. For purposes , then the Company will pay to Employee an additional payment (a “Gross-Up Payment”) in an amount such that after payment by Employee of determining whether Executive would receive a greater afterall taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, both any income taxes (and any interest and penalties imposed with respect thereto), and the Excise Tax imposed upon the Gross-tax benefit from the Capped Payments than from receipt of the full Up Payment, Employee retains and amount of the Total Payments, Gross-Up Payment equal to seventy-five percent (i75%) there shall be taken into account any of the Excise Tax and imposed upon the Payments. A. Subject to the provisions of this Section 6(f), all applicable federal, state and local taxes determinations required to be paid made under this Section, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by Executive an outside nationally recognized accounting firm selected by the Company or the Board of Directors of the Company, in respect its sole and absolute discretion (the “Accounting Firm”), which shall provide detailed supporting calculations both to the Company and Employee within 15 business days of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals notice from Employee that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by here has been a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3Payment, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Company shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any Gross-Up Payment, if applicable, as determined pursuant to this Section 3.4(a6(f), shall be paid by the Company to Employee within thirty (30) applies days of the receipt of the Accounting Firm’s determination, but in no event later than the end of the calendar year following the year in which the related taxes are remitted to the taxing authority. All determinations made by the Accounting Firm shall be based on detailed supporting calculations provided both to the Company and a reduction Employee at such time as is requested by either Party. Any determination by the Accounting Firm shall be binding upon the Company and Employee. In the event that the Company exhausts its remedies pursuant to Section 6(f)(iii)(B) and Employee thereafter is required to be applied to the Total Payments thereundermake a payment of any Excise Tax, the Total Payments Accounting Firm shall determine the amount of the Underpayment (as defined below) that has occurred and the Company’s pro rata portion of any such Underpayment shall be reduced promptly paid by the Company to or for the benefit of Employee. In no event shall the Gross-Up Payment be made later than the end of the service provider’s taxable year next following the service provider’s taxable year in its reasonable discretion which the related taxes are remitted to the taxing authority. B. Employee shall notify the Company in the following order: (1) reduction writing of any Total Payments that are subject to Code Section 409A on a pro-rata basis claim by the Internal Revenue Service that, if successful, would require an additional Payment or such other manner that complies with Code Section 409APayment, as determined the case may be, which have not been made by the Company, but could have been made pursuant to this Section 6(f) (the “Underpayment”). Such notification shall be given as soon as practicable but no later than ten business days after Employee is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (2or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Employee in writing prior to the expiration of such period that it desires to contest such claims, Employee shall: (i) reduction give the Company any information reasonably requested by the Company relating to such claim; (ii) take such action in connection with contesting such claim as the Company shall reasonably request from time to time including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all reasonable costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Employee harmless, on an after-tax basis, for seventy-five percent (75%) of any Total Payments Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. In no event shall the payment of any Excise Tax or income tax (including interest and penalties related thereto) be made later than the end of the service provider’s taxable year next following the service provider’s taxable year in which the related taxes are remitted to the taxing authority. Without limitation on the foregoing provisions of this Section 6(f)(iii)(B), the Company shall control all proceedings taken in connection with such contest and, at it sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and confdrences with the taxing authority in respect of such claim and may, at its sole option, either direct Employee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner, and Employee agrees to prosecute such contest tot a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine and subject to the Company covering all out of pocket expenses incurred in such contest; provided, however, that if the Company directs Employee to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Employee that represents the Company’s pro rata share of any payment, on an interest-free basis and shall indemnify and hold Employee harmless, on an after-tax basis, from the Company’s pro rata share of any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Employee with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the company’s control of the contest shall be limited to issues and/or claims that are exempt from Code materially related to the imposition of any Excise Tax or with respect to which a Gross-Up Payment would otherwise be payable hereunder and Employee shall be entitled to settle or context, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. The Parties shall promptly deliver to each other copies of any written communications and summaries of any verbal communications with any taxing authority regarding the matters addressed herein. C. If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 409A.6(f)(iii)(B), Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to the Company’s complying with the requirements of Section 6(f)(iii)(B)) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by the Company pursuant to Section 6(f)(iii)(B), a determination is made that Employee shall not be entitled to any refund with respect to such claim and the Company does not notify Employee in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be require to be repaid and the amount of such advance shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, or from any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in of Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in of Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 3.4.2 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 3.4.2 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.33.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.43.4.2, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a3.4.2 (a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything If any benefits provided for in this Agreement or otherwise payable to Executive (a “Payment”) would (i) constitute a “parachute payment” within the contrary, on or after the date meaning of Section 280G of the Company’s initial public offeringInternal Revenue Code of 1986, in as amended, and the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person rules and regulations promulgated thereunder (all such payments and benefits being referred to herein as the “Total PaymentsCode”), and (ii) and it is determined that any of the Total Payments will but for this sentence, be subject to any the excise tax pursuant to imposed by Section 4999 of the Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company then such Payment shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount be equal to the Total Payments, reduced by Reduced Amount. The “Reduced Amount” shall be either (x) the minimum amount necessary to prevent any largest portion of the Total Payments from Payment that would result in no portion of the Payment being an “excess parachute payment” subject to the Excise Tax or (within y) the meaning largest portion, up to and including the total, of Code Section 280G) the Payment, whichever amount, after taking into account all applicable U.S. federal, state, local, and other taxes and the Excise Tax (all computed at the “Capped Payments”highest applicable marginal rate), whichever of the foregoing amounts results in the receipt by Executive’s receipt, on an after-tax basis, of the greatest amount of Total Payments greater economic benefit notwithstanding that all or some portion of the Total Payments Payment may be subject to the Excise Tax. For purposes of determining whether Executive would receive If a greater after-tax benefit from reduction in payments or benefits constituting “parachute payments” is necessary so that the Capped Payments than from receipt of Payment equals the full amount of the Total PaymentsReduced Amount, (i) there such reduction shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals occur in the state and locality of manner that results in the greatest economic benefit for Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to Firm (as defined below). If more than one method of reduction shall result in the deduction of state and local income taxes under same economic benefit, the Code).items so reduced shall be reduced pro rata. If deemed necessary for compliance with (b) All computations Unless the Company and determinations called for by this Section 3.4 shall be made by Executive otherwise agree in writing, the Company will engage a reputable nationally recognized firm of independent public accounting firm or independent tax counsel appointed accountants selected by the Company and to which Executive agrees, or such other person or entity to which the parties mutually agree (the “Firm”). All ) to make any determinations made by the Firm required under this Section 3.4 shall 12, which determinations will be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described made in Section 3.3, or such earlier time as is requested writing by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999Firm. The Company and Executive shall will furnish to the Firm such information and documents as the Firm may reasonably request in making order to make its determinationsdeterminations under this Section 12. The Company shall will bear all fees and expenses charged by costs the Firm may reasonably incur in connection with its services. (c) In any calculations contemplated by this Section 12. For purposes of making the event that calculations required by this Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder12, the Total Payments shall be reduced by Firm may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the Company in its reasonable discretion in application of Sections 280G and 4999 of the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.Code. 13.

Code Section 280G. (a) Notwithstanding anything in any other provision of this Agreement or any other plan, arrangement or agreement to the contrary, on or after the date if any of the Companypayments, other consideration or benefits provided or to be provided by the Company or its Affiliates to the Executive or for the Executive’s initial public offering, in benefit pursuant to the event that Executive becomes entitled to receive or receives any payment or benefit under terms of this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with the Company or such person otherwise (all such payments and benefits being referred to herein as the “Total Covered Payments”) constitute parachute payments (“Parachute Payments”) within the meaning of Code Section 280G and it is determined that any of the Total Payments will would, but for this Section 11 be subject to any the excise tax pursuant to imposed under Code Section 4999, 4999 (or any successor provision thereto) or any similar tax imposed by state or successor provision local law or any interest or penalties with respect to such taxes (collectively, the “Excise Tax”), then the Covered Payments shall be either: (i) reduced to the minimum extent necessary to ensure that no portion of the Covered Payments is subject to the Excise Tax (that amount, the “Reduced Amount”); or (ii) payable in full if the Executive’s receipt on an after-tax basis of the full amount of payments, other consideration and benefits (after taking into account the applicable federal, state, local and foreign income, employment and excise taxes (including the Excise Tax)) would result in the Executive receiving an amount greater than the Reduced Amount. Any such reduction made pursuant to (i) above shall be made by the Company in its sole discretion consistent with the requirements of Code Section 409A. (b) Notwithstanding the prior Section, in the event that any Covered Payments constitute Parachute Payments that are subject to the Excise Tax, and such amounts become payable prior to June 30, 2017, then the Company shall pay to the Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an additional “excess parachute paymentgross-up” (within the meaning of Code Section 280G) payment (the “Capped PaymentsGross-Up Payment”), whichever ) in an amount such that after payment by the Executive of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federalother income, state employment, excise and local other taxes required to be paid by that are imposed on the Gross-Up Payment, the Executive in respect retains an amount of the receipt Gross-Up Payment equal to the sum of such payments (A) the Excise Tax imposed upon the Covered Payments and (iiB) such payments shall be deemed to be subject to federal the product of any deductions disallowed because of the inclusion of the Gross-up Payment in the Executive’s adjusted gross income taxes at and the highest applicable marginal rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction Gross-Up Payment is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.made.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in of Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in of Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 4.4.2 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 4.4.2 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.34.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.44.4.2, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a4.4.2(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction as directed by the Executive of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive Employee becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “"Total Payments”") and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, 4999 or any similar or successor provision (the “"Excise Tax”"), the Company shall pay to Executive Employee either (1i) the full amount of the Total Payments or (2ii) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “"excess parachute payment” " (within the meaning of Code Section 280G) (the “"Capped Payments”"), whichever of the foregoing amounts results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive Employee would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (iA) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive Employee in respect of the receipt of such payments and (iiB) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in of Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s Employee's residence on the effective date of the Change in of Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject -- 23525-0001/LEGAL22099915.8 to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 9 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “"Firm”"). All determinations made by the Firm under this Section 3.4 9 shall be conclusive and binding on both the Company and ExecutiveEmployee, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive Employee within ten (10) business days after Executive’s Employee's employment terminates under any of the circumstances described in Section 3.37, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.49, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive Employee shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a9(a) hereof applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1i) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2ii) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in of Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in of Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 3.4.2 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 3.4.2 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.33.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.43.4.2, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a3.4.2 (a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in In the event that Executive becomes shall become entitled to receive or receives any payment or benefit under this payments and/or benefits provided by the Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control or any other person affiliated with amounts to (or for the benefit of) Executive that constitute “parachute payments,” as such term is defined under Section 280G of the Code, as a result of a change in ownership or effective control of the Company or such person in the ownership of a substantial portion of the assets of the Company (all such payments and benefits being referred to herein as collectively, the “Total Company Payments”) ), and it is determined that any of the Total such Company Payments will be subject to any excise the tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”) imposed by Section 4999 of the Code (and similar tax, if any, that may hereafter be imposed by any taxing authority), the Company shall pay to Executive either at the time specified in clause (1v) below an additional amount (the full “Gross-Up Payment”) such that the net amount retained by Executive from the Company Payments together with the Gross-Up Payment, after deduction of any Excise Tax on the Total Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-Up Payment provided for by this clause (2) an amount i), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments. (b) For purposes of determining whether any of the Company Payments and Gross-Up Payment (collectively, the “Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G”) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may will be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from Tax and the Capped Payments than from receipt of the full amount of the Total Payments, such Excise Tax: (i) there the Total Payments shall be taken into account any Excise Tax treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all applicable federal, state and local taxes required to be paid by Executive “parachute payments” in respect excess of the receipt “base amount” (as defined under Section 280G(b)(3) of such payments and (iithe Code) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in Control, net of the maximum reduction in federal income taxes that could be obtained from deduction of such state and local taxes (treated as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 Excise Tax, unless and any other limitations applicable except to the deduction extent that, in the opinion of state and local income taxes the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by or a reputable independent certified public accounting firm accountant appointed following a change in ownership that is or independent tax counsel appointed selected by such accountants or the Company (the “FirmAccountants”). All determinations made ) such Total Payments (in whole or in part): (1) do not constitute “parachute payments,” (2) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or (3) are otherwise not subject to the Excise Tax; and (ii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Firm under this Accountants in accordance with the principles of Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any 280G of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its servicesCode. (c) In the event that the Accountants are serving as accountants or auditors for the individual, entity or group effecting the change in control (within the meaning of Section 3.4(a) applies and a reduction is required 280G of the Code), Executive may appoint another nationally recognized accounting firm to make the determinations hereunder (which accounting firm shall then be applied referred to as the “Accountants” hereunder). All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Total Payments thereunder, the Total Payments shall be reduced Company and Executive at such time as it is requested by the Company in its reasonable discretion or Executive. The determination of the Accountants, subject to the adjustments provided below, shall be final and binding upon the Company and Executive. (d) For purposes of determining the amount of the Gross-Up Payment, Executive’s marginal blended actual rates of federal, state and local income taxation in the following order: calendar year in which the change in ownership or effective control that subjects Executive to the Excise Tax occurs shall be used. In the event that the Excise Tax is subsequently determined by the Accountants to be less than the amount taken into account hereunder at the time the Gross-Up Payment is made, Executive shall repay to the Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-Up Payment attributable to such reduction (1plus the portion of the Gross-Up Payment attributable to the Excise Tax and U.S. federal, state and local income tax imposed on the portion of the Gross-Up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction). Notwithstanding the foregoing, in the event that any portion of the Gross-Up Payment to be refunded to the Company has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) reduction shall not be required until actual refund or credit of such portion has been made to Executive. Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if Executive’s claim for refund or credit is denied. In the event that the Excise Tax is later determined by the Accountants or the Internal Revenue Service (or other taxing authority) to exceed the amount taken into account hereunder at the time the Gross-Up Payment is made (including by reason of any Total Payments payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), the Company shall make an additional Gross-Up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) promptly after the amount of such excess is finally determined. (e) The Gross-Up Payment or portion thereof provided for in clause (iv) above shall be paid not later than the sixtieth (60th) day following an event occurring which subjects Executive to the Excise Tax; provided, however, that are subject if the amount of such Gross-Up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to Code Section 409A Executive on a pro-rata basis or such other manner that complies with Code Section 409Aday an estimate, as determined in good faith by the CompanyAccountants, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to clause (iv) above, as soon as the amount thereof can reasonably be determined, but in no event later than the seventy-fifth (75th) day after the occurrence of the event subjecting Executive to the Excise Tax. Subject to clauses (iv) and (ix) of this Exhibit B, in the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifth (5th) day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (f) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, Executive shall permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect Executive, but Executive shall control any other issues. In the event that the issues are interrelated, Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree, Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, Executive shall permit the representative of the Company to accompany Executive, and Executive and Executive’s representative shall cooperate with the Company and its representatives. (2g) reduction The Company shall be responsible for all charges of the Accountants. (h) The Company and Executive shall promptly deliver to each other copies of any Total Payments written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Section 12. (i) Nothing in this Section 12 is intended to violate the Xxxxxxxx-Xxxxx Act of 2002 and to the extent that any advance or repayment obligation hereunder would do so, such obligation shall be modified so as to make the advance a nonrefundable payment to Executive and the repayment obligation null and void. (j) Notwithstanding the foregoing, any payment or reimbursement made pursuant to this Section 12 shall be made in any event no later than the end of the calendar year immediately following the calendar year in which Executive remits the related taxes, and any reimbursement of expenses incurred due to a tax audit or litigation shall be made no later than the end of the calendar year immediately following the calendar year in which the taxes that are exempt from Code the subject of the audit or litigation are remitted to the taxing authority, or, if no taxes are to be remitted, the end of the calendar year following the calendar year in which the audit or litigation is completed. (k) The provisions of this Section 409A.12 shall survive the termination of Executive’s employment with the Company for any reason.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, or from any person whose actions result in a Change in of Control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1) the full amount of the Total Payments or (2) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in of Control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s residence on the effective date of the Change in of Control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 3.4.2 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 3.4.2 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.33.4.1, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.43.4.2, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a3.4.2(a) applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in any provision of this Agreement to the contrary, on or after the date of the Company’s initial public offering, in : (a) In the event that Executive becomes entitled to receive or receives any payment or benefit under this Agreement or under any other plan, agreement or arrangement with the Company, any person whose actions result in a Change in Control change of control or any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as the “Total Payments”) and it is determined that any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive either (1i) the full amount of the Total Payments or (2ii) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, , (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control change of control occurs, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of Executive’s 's residence on the effective date of the Change in Controlchange of control, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 8.5 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 8.5 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s 's employment terminates under any of the circumstances described in Section 3.3terminates, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4determinations, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a) 8.5 applies and a reduction is required to be applied to the Total Payments thereunder, the Total Payments shall be reduced by the Company in its reasonable discretion in the following order: (1i) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2ii) reduction of any Total Payments that are exempt from Code Section 409A.

Code Section 280G. (a) Notwithstanding anything in any other provision of this Agreement to the contrary, on or after the date of the Company’s initial public offeringAgreement, in the event that Executive Employee becomes entitled to receive or receives any payment payments, options, awards or benefit benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options or restricted stock) under this Agreement or under any other plan, agreement or arrangement with the Company, from any person whose actions result in any change described in Code Section 280G(b)(2)(A)(i) (a Change in Control “Section 280G Transaction”) or from any other person affiliated with the Company or such person (all such payments and benefits being referred to herein as collectively, the “Total Payments”) that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and it is determined that that, but for this Section 10(a), any of the Total Payments will be subject to any excise tax pursuant to Code Section 4999, 4999 or any similar or successor provision (the “Excise Tax”), the Company shall pay to Executive Employee either (1i) the full amount of the Total Company Payments (as defined below) or (2ii) an amount equal to the Total PaymentsCompany Payments (as defined below), reduced by the minimum amount necessary to prevent any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by ExecutiveEmployee, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive Employee would receive a greater after-tax benefit from receipt of the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive Employee in respect of the receipt of such payments and (ii) such payments shall be deemed to be subject to federal income taxes at the highest rate of federal income taxation applicable to individuals that is in effect for the calendar year in which the effective date of the Change in Control occursbenefits are to be paid, and state and local income taxes at the highest rate of taxation applicable to individuals in the state and locality of ExecutiveEmployee’s residence on the effective date of the Change in ControlSection 280G Transaction, net of the maximum reduction in federal income taxes that which could be obtained from deduction of such state and local taxes (as determined by assuming that such deduction is subject to the maximum limitation applicable to itemized deductions under Code Section 68 and any other limitations applicable to the deduction of state and local income taxes under the Code). (b) All computations and determinations called for by this Section 3.4 shall be made by a reputable independent public accounting firm or independent tax counsel appointed by the Company (the “Firm”). All determinations made by the Firm under this Section 3.4 shall be conclusive and binding on both the Company and Executive, and the Firm shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall furnish to the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged by the Firm in connection with its services. (c) In the event that Section 3.4(a10(a) applies and a reduction is required to be applied to the Total Company Payments thereunder, the Total Company Payments shall be reduced by the Company in its reasonable discretion in the following order: order and in a manner that complies with Code Section 409A (1as determined by the Company): (i) reduction of any Total Payments cash payments otherwise payable to Employee that are exempt from Code Section 409A; (ii) reduction of any cash payments otherwise payable to Employee that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (2iii) reduction cancellation of any Total Payments accelerated vesting of equity awards (other than stock options) that are exempt from Code Section 409A.409A; (iv) cancellation of accelerated vesting of stock options that are exempt from Code Section 409A; and (v) reduction of any other payments and benefits otherwise payable to the Employee by the Company on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company. If acceleration of vesting of Employee’s stock options or other equity awards is to be reduced pursuant to clauses (iii) or (iv) of the immediately preceding sentence, such acceleration of vesting shall be accomplished by first canceling such acceleration for the vesting installment that will vest last and continuing to the extent necessary by canceling such acceleration for the next vesting installment with the latest vesting. For purposes of this Section 10, the term “Company Payments” means any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options or restricted stock) under this Agreement or under any other plan, agreement or arrangement with the Company.

Code Section 280G. (a) Notwithstanding anything in this Agreement to the contrary, on or after the date of the Company’s initial public offering, in In the event that Executive becomes shall become entitled to receive or receives any payment or benefit under payments and/or benefits provided by this Agreement or under any other amounts in the “nature of compensation” (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement or arrangement with the Company, any person whose actions result in a Change in Control change of ownership or effective control covered by Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”) or any other person affiliated with the Company or such person person) as a result of such change in ownership or effective control (all such payments and benefits being referred to herein as collectively the “Total Company Payments”) ), and it is determined that any of the Total such Company Payments will be subject to any excise the tax pursuant to Code Section 4999, or any similar or successor provision (the “Excise Tax”), ) imposed by Section 4999 of the Code (and any similar tax that may hereafter be imposed by any taxing authority) the Company shall pay to the Executive either at the time specified in Section 11(e) below (1x) an additional amount (the full “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of any Excise Tax on the Total Company Payments and any U.S. federal, state, and local income or payroll tax upon the Gross-up Payment provided for by this paragraph (2a), but before deduction for any U.S. federal, state, and local income or payroll tax on the Company Payments, shall be equal to the Company Payments and (y) an amount equal to the Total Payments, reduced by the minimum amount necessary to prevent product of any portion of the Total Payments from being an “excess parachute payment” (within the meaning of Code Section 280G) (the “Capped Payments”), whichever of the foregoing amounts results in the receipt by Executive, on an after-tax basis, of the greatest amount of Total Payments notwithstanding that all or some portion of the Total Payments may be subject to the Excise Tax. For purposes of determining whether Executive would receive a greater after-tax benefit from the Capped Payments than from receipt of the full amount of the Total Payments, (i) there shall be taken into account any Excise Tax and all applicable deductions disallowed for federal, state and or local taxes required to be paid by Executive in respect income tax purposes because of the receipt inclusion of such payments and (ii) such payments shall be deemed to be subject to federal the Gross-Up Payment in Executive’s adjusted gross income taxes at multiplied by the highest applicable marginal rate of federal federal, state or local income taxation applicable to individuals that is in effect taxation, respectively, for the calendar year in which the effective date Gross-Up Payment is to be made. (b) Notwithstanding the foregoing, Executive acknowledges and agrees that the Gross-Up Payment shall not include any amounts in respect of the portion of the Profits Interests (as such term is defined in that certain Restricted Profits Interest Award Agreement between the Executive and GS Sponsor II LLC, dated as of June 16, 2021), if any, that is treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and any Excise Tax that may be imposed under Section 4999 of the Code in respect of the Profits Interests shall be the sole responsibility and shall be paid by Executive (it being understood that Executive shall have no liability to the Company or others as a result of any non-deductibility that may be imposed thereon under Section 280G of the Code). (c) For purposes of determining whether any of the Company Payments and Gross-up Payments (collectively the “Total Payments”) will be subject to the Excise Tax and the amount of such Excise Tax, (x) the Total Payments shall be treated as “parachute payments” within the meaning of Section 280G(b)(2) of the Code, and all “parachute payments” in excess of the “base amount” (as defined under Section 280G(b)(3) of the Code) shall be treated as subject to the Excise Tax, unless and except to the extent that, in the opinion of the Company’s independent certified public accountants appointed prior to any change in ownership (as defined under Section 280G(b)(2) of the Code) or tax counsel selected by such accountants or the Company (the “Accountants”) such Total Payments (in whole or in part) either do not constitute “parachute payments,” including giving effect to the recalculation of stock options in accordance with Treasury Regulation Section 1.280G-1, Q&A 33, represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the “base amount” or are otherwise not subject to the Excise Tax, and (y) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Accountants in accordance with the principles of Section 280G of the Code. To the extent permitted under Revenue Procedure 2003-68, the value determination shall be recalculated to the extent it would be beneficial to Executive, at the request of Executive. In the event that the Accountants are serving as accountant or auditor for the individual, entity or group effecting the Change in Control occursControl, Executive may appoint another nationally recognized accounting firm to make the determinations hereunder (winch accounting firm shall then be referred to as the “Accountants” hereunder). All determinations hereunder shall be made by the Accountants which shall provide detailed supporting calculations both to the Company and Executive at such time as it is requested by the Company or Executive. If the Accountants determine that payments under this Agreement must be reduced pursuant to this paragraph, they shall furnish Executive with a written opinion to such effect. The determination of the Accountants shall be final and binding upon the Company and Executive. (d) For purposes of determining the amount of the Gross-up Payment, Executive shall be deemed to pay U.S. federal income taxes at the highest marginal rate of U.S. federal income taxation in the calendar year in which the Gross-up Payment is to be made and state and local income taxes at the highest marginal rate of taxation applicable to individuals in the state and locality of Executive’s residence on for the effective date of calendar year in which the Change in ControlCompany Payment is to be made, net of the maximum reduction in U.S. federal income taxes that which could be obtained from deduction of such state and local taxes (as if paid in such year. In the event that the Excise Tax is subsequently determined by assuming that such deduction the Accountants to be less than the amount taken into account hereunder at the time the Gross-up Payment is subject made, Executive shall repay to the maximum limitation applicable Company, at the time that the amount of such reduction in Excise Tax is finally determined, the portion of the prior Gross-up Payment attributable to itemized deductions under Code Section 68 and any other limitations applicable such reduction (plus the portion of the Gross-up Payment attributable to the deduction of Excise Tax and U.S. federal, state and local income taxes under tax imposed on the portion of the Gross-up Payment being repaid by Executive if such repayment results in a reduction in Excise Tax or a U.S. federal, state and local income tax deduction), plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, in the event any portion of the Gross-up Payment to be refunded to the Company has been paid to any U.S. federal, state and local tax authority, repayment thereof (and related amounts) shall not be required until actual refund or credit of such portion has been made to Executive, and interest payable to the Company shall not exceed the interest received or credited to Executive by such tax authority for the period it held such portion. Executive and the Company shall mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if Executive’s claim for refund or credit is denied. In the event that the Excise Tax is later determined by the Accountant or the Internal Revenue Service to exceed the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), the Company shall make an additional Gross-up Payment in respect of such excess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (e) The Gross-up Payment or portion thereof provided for in subsection (c) above shall be paid not later than the thirtieth (30th) day following an event occurring which subjects Executive to the Excise Tax; provided, however, that if the amount of such Gross-up Payment or portion thereof cannot be finally determined on or before such day, the Company shall pay to Executive on such day an estimate, as determined in good faith by the Accountant, of the minimum amount of such payments and shall pay the remainder of such payments (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code), subject to further payments pursuant to subsection (c) hereof, as soon as the amount thereof can reasonably be determined, but in no event later than the ninetieth (90th) day after the occurrence of the event subjecting Executive to the Excise Tax. In the event that the amount of the estimated payments exceeds the amount subsequently determined to have been due, such excess shall constitute a loan by the Company to Executive, payable on the fifth day after demand by the Company (together with interest at the rate provided in Section 1274(b)(2)(B) of the Code). (bf) All computations and determinations called for by this Section 3.4 In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to the Excise Tax, Executive shall be made by a reputable independent public accounting firm or independent tax counsel appointed by permit the Company to control issues related to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect Executive, but Executive shall control any other issues. In the “Firm”)event the issues are interrelated, Executive and the Company shall in good faith cooperate so as not to jeopardize resolution of either issue, but if the parties cannot agree Executive shall make the final determination with regard to the issues. All determinations made by In the Firm under this Section 3.4 event of any conference with any taxing authority as to the Excise Tax or associated income taxes, Executive shall be conclusive permit the representative of the Company to accompany Executive, and binding on both Executive and Executive’s representative shall cooperate with the Company and Executive, and the Firm its representative. (g) The Company shall provide its determinations and any supporting calculations to the Company and Executive within ten (10) business days after Executive’s employment terminates under any be responsible for all charges of the circumstances described in Section 3.3, or such earlier time as is requested by the Company. For purposes of making its determinations under this Section 3.4, the Firm may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. Accountant. (h) The Company and Executive shall furnish promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Firm such information and documents as the Firm may reasonably request in making its determinations. The Company shall bear all fees and expenses charged Excise Tax covered by the Firm in connection with its servicesthis provision. (ci) In For the event that avoidance of doubt, nothing in this Section 3.4(a) applies 11 is intended to violate the Xxxxxxxx-Xxxxx Act and a reduction is required to be applied to the Total Payments thereunderextent that any advance or repayment obligation hereunder would do so, the Total Payments such obligation shall be reduced by modified so as to make the Company in its reasonable discretion in advance a nonrefundable payment to Executive and the following order: (1) reduction of any Total Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, repayment obligation null and (2) reduction of any Total Payments that are exempt from Code Section 409A.void.