Common use of Computation Assumptions Clause in Contracts

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or with any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) The compensation and benefits provided for in Section 4.4 herein, and any other compensation earned prior to the Effective Date of Termination by the Executive pursuant to the Company’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by the Change in Control), shall for purposes of the calculation pursuant to this Section 6.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Termination, and shall take into account the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person (as defined below) whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within without the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax. For purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such terms in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes. (e) It is the intent of the parties that the amounts payable under this Agreement and the Corporation’s and the Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty, or interest under Section 409A of the Code. This Agreement and this Exhibit B shall be construed in interpretation with that intent.

Computation Assumptions. For purposes of determining the Determination to be made by the Accounting Firm as to whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Company Payment will be subject to Excise Tax, and if so, the amount of any such Excise Tax that will be payable with respect to such Company Payment, and the amount of any Gross-Up Payment or Additional Gross-Up Payment to be made with respect to such Excise Tax, the following assumptions shall be made by the Accounting Firm: (a) a. Any other payments, benefits and/or amounts Company Payment received or to be received by the Executive in connection with or contingent upon a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or with any Person whose actions result in a Change in Control either of the Company or any Person affiliated with the Company or such Persons) Companies shall be combined aggregated to determine whether the Executive has received or will receive any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Code Section 280G(b)(1) that shall will be treated as subject to the Excise Tax, unless in except to the opinion of extent that the person or firm Accounting Firm rendering the Determination, Determination concludes that any such other payments, benefits and/or amounts (in whole or in part) do Company Payment does not constitute a parachute paymentspayment, or that any portion of such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) b. The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm Accounting Firm rendering the Determination in accordance with the principles of Sections Section 280G(d)(3) and (4) of the Code.Code and the applicable regulations issued under Code Section 280G. (c) c. The compensation and benefits provided for in Section 4.4 hereinthe Executive’s Employment Agreement, and any other compensation earned by the Executive prior to the Effective Executive’s Date of Termination by the Executive (as defined in such Employment Agreement) pursuant to either of the Company’s Companies’ compensation programs (if such payments compensation would have been made payable in the future in any event, even though the timing of such payment is triggered by the Change in Control), shall for purposes of the calculation any Determination to be made pursuant to Paragraph 3 of this Section 6.3 Exhibit A be deemed to be reasonable; and (d) d. The Executive shall be deemed to pay Federal federal, state, and local income taxes at the highest applicable marginal rate of Federal income taxation (and shall be deemed to be subject to employment taxes only to the extent determined by taking into account any wage base limitations, applicable in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Termination, and shall take into account the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person (as defined below) whose actions result in such a Change in Control of the Company change or any Person (as defined below) affiliated with the Company Corporation or such PersonsPersons (as defined below)) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute “parachute payments” within the meaning of Section 280G(b)(2) of the Code, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The value . For purposes of any non-cash benefits or any deferred payment or benefit this Section B.3(a), “Person” shall be determined by have the person or firm rendering the Determination meaning ascribed to such term in accordance with the principles of Sections 280G(d)(3) and (4Section 3(a)(9) of the Code. (cExchange Act and used in Sections 13(d) The compensation and benefits provided for 14(d) thereof, including a “group” as defined in Section 4.4 herein, and any other compensation earned prior to the Effective Date of Termination by the Executive pursuant to the Company’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by the Change in Control13(d) thereof), shall for purposes of the calculation pursuant to this Section 6.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Termination, and shall take into account the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.;

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company or any change in the ownership of a substantial portion of the Company’s assets or termination of Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or with any Person whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise TaxTax (for purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 hereinof the Employment Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the Company’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Company or any change in Controlthe ownership of a substantial portion of the Company’s assets or a termination of Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate Executive’s employment terminates, and shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or with any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) The compensation and benefits provided for in Section 4.4 herein, and any other compensation earned prior to the Effective Date of Termination by the Executive pursuant to the Company’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by the Change in Control), shall for purposes of the calculation pursuant to this Section 6.3 be deemed to be reasonable; and (dc) The Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Termination, and shall take into account the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise TaxTax (for purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-non cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall take into account the in maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person (as defined below) whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within without the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax. For purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such terms in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as described in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes. (e) It is the intent of the parties that the amounts payable under this Agreement and the Corporation’s and the Executive’s exercise of authority or discretion hereunder shall comply with and avoid the imputation of any tax, penalty, or interest under Section 409A of the Code. This Agreement and this Exhibit B shall be construed in interpretation with that intent.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise TaxTax (for purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that hat (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a 5)a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with wid1 or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise TaxTax(for purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1280G(b)(l) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise TaxTax (for purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs program (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii3) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change in Control of the Company or the Executive’s 's termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCompany or the Executive's Employer, or with any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Persons) shall be combined to determine whether the Executive has received any “"parachute payment” " within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “"excess parachute payments” " within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) The compensation and benefits provided for in Section 4.4 3.4 herein, and any other compensation earned prior to the Effective Date of Termination by the Executive pursuant to the Company’s 's and/or his Employer's compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by the Change in Control), shall for purposes of the calculation pursuant to this Section 6.3 5.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s 's share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s 's residence on the Effective Date of Termination, and shall take into account the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining the Determination to be made by the Accounting Firm as to whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Company Payments will be subject to Excise Tax, and if so, the amount of any such Excise Tax that will be payable with respect to such Company Payments, and the amount of any Gross-Up Payment or Additional Gross-Up Payment to be made with respect to such Excise Tax, the following assumptions shall be made by the Accounting Firm: (a) a. Any other payments, benefits and/or amounts Company Payments received or to be received by the Executive in connection with or contingent upon a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the Company, or with any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Persons) shall be combined aggregated to determine whether the Executive has received or will receive any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Code Section 280G(b)(1) that shall will be treated as subject to the Excise Tax, unless in except to the opinion of extent that the person or firm Accounting Firm rendering the Determination, Determination concludes that any such other payments, benefits and/or amounts (in whole or in part) do Company Payment does not constitute a parachute paymentspayment, or that any portion of such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) b. The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm Accounting Firm rendering the Determination in accordance with the principles of Sections Section 280G(d)(3) and (4) of the Code.Code and the applicable regulations issued under Code Section 280G. ME1 7324245v.1 (c) c. The compensation and benefits provided for in Section 4.4 hereinthe Executive’s Employment Agreement, and any other compensation earned by the Executive prior to the Effective Executive’s Date of Termination by the Executive (as defined in such Employment Agreement) pursuant to the Company’s compensation programs (if such payments compensation would have been made payable in the future in any event, even though the timing of such payment is triggered by the Change in Control), shall for purposes of the calculation any Determination to be made pursuant to Paragraph 3 of this Section 6.3 Exhibit A be deemed to be reasonable; and (d) d. The Executive shall be deemed to pay Federal federal, state, and local income taxes at the highest applicable marginal rate of Federal income taxation (and shall be deemed to be subject to employment taxes only to the extent determined by taking into account any wage base limitations, applicable in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Termination, and shall take into account the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change in Control of the Company or the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCompany or the Executive’s Employer, or with any Person whose actions result in a Change in Control of the Company or any Person affiliated with the Company or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax; (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (c) The compensation and benefits provided for in Section 4.4 3.4 herein, and any other compensation earned prior to the Effective Date of Termination by the Executive pursuant to the Company’s and/or his Employer’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by the Change in Control), shall for purposes of the calculation pursuant to this Section 6.3 5.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal income taxes at the highest marginal rate of Federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Termination, and shall take into account the maximum reduction in Federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax: (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise TaxTax (for purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes.

Computation Assumptions. For purposes of determining whether any payments, benefits and/or amounts, including amounts paid as Severance Benefits, Total Payments will be subject to Excise Tax, and the amount of any such Excise Tax:. (a) Any other payments, benefits and/or amounts received or to be received by the Executive in connection with or contingent upon a Change any change in Control the ownership or effective control of the Company Corporation or any change in the ownership of a substantial portion of the Corporation’s assets or termination of the Executive’s termination of employment (whether pursuant to the terms of this Agreement or any other plan, arrangement or agreement with the CompanyCorporation, or with any Person whose actions result in such a Change in Control of the Company change or any Person affiliated with the Company Corporation or such Persons) shall be combined to determine whether the Executive has received any “parachute payment” within the meaning of Section 280G(b)(2) of the Code, and if so, the amount of any “excess parachute payments” within the meaning of Section 280G(b)(1) that shall be treated as subject to the Excise Tax, unless in the opinion of the person or firm rendering the Determination, such other payments, benefits and/or amounts (in whole or in part) do not constitute parachute payments, or such excess parachute payments represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4280G(b) (4) of the Code in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise TaxTax (for purposes of this Section B.3(a), “Person” shall have the meaning ascribed to such term in Section 3(a)(9) of the Exchange Act and used in Sections 13(d) and 14(d) thereof, including a “group” as defined in Section 13(d) thereof); (b) The value of any non-cash benefits or any deferred payment or benefit shall be determined by the person or firm rendering the Determination in accordance with the principles of Sections 280G(d)(3) and (4) of the Code.; (c) The compensation and benefits provided for in Section 4.4 herein5 of this Agreement, and any other compensation earned prior to the Effective Date termination of Termination by the Executive Executive’s employment pursuant to the CompanyCorporation’s compensation programs (if such payments would have been made in the future in any event, even though the timing of such payment is triggered by a change in the Change ownership or effective control of the Corporation or any change in Controlthe ownership of a substantial portion of the Corporation’s assets or a termination of the Executive’s employment), shall for purposes of the calculation pursuant to this Section 6.3 B.3 be deemed to be reasonable; and (d) The Executive shall be deemed to pay Federal federal income taxes at the highest marginal rate of Federal federal income taxation in the calendar year in which the Gross-Up Payment is to be made. Furthermore, the computation of the Gross-Up Payment shall assume (and adjust for the fact) that (i) there is a loss of miscellaneous itemized deductions under Section 67 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment and (ii) a loss of itemized deductions under Section 68 of the Code (or analogous federal or state provisions) on account of the Gross-Up Payment. The computation of the Gross-Up Payment shall take into account any reduction in the Gross-Up Payment due to the Executive’s share of the hospital insurance portion of FICA and any state withholding taxes (other than any state withholding tax for income tax liability). The computation of the state and local income taxes applicable to the Gross-Up Payment shall be based on the highest marginal rate of taxation in the state and locality of the Executive’s residence on the Effective Date of Terminationdate the Executive’s employment terminates, and shall Shall take into account the maximum reduction in Federal federal income taxes that could be obtained from the deduction of such state and local taxes.