Common use of Excise Tax Gross-Up Clause in Contracts

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will (ii) but for this Subsection (e), would be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive the Executive’s benefits under this Agreement shall be payable either (i1) a payment from in full, or (2) as to such lesser amount which would result in no portion of the Company sufficient such benefits being subject to pay such excise taxtax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and (ii) an additional payment from the Company sufficient to pay the federal and state local income and employment taxes and additional the excise taxes arising from tax imposed by Section 4999, results in the payments made to Executive receipt by the Company pursuant to Executive on an after-tax basis, of the greatest amount of benefits under this sentenceAgreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 Subsection (e) will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 9Subsection (e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9Subsection (e). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9Subsection (e).

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986and (ii) but for this Subsection (e), as amended (the “Code”) and will would be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive the Executive’s benefits under this Agreement shall be payable either (i1) a payment from in full, or (2) as to such lesser amount which would result in no portion of the Company sufficient such benefits being subject to pay such excise taxtax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and (ii) an additional payment from the Company sufficient to pay the federal and state local income and employment taxes and additional the excise taxes arising from tax imposed by Section 4999, results in the payments made to Executive receipt by the Company pursuant to Executive on an after-tax basis, of the greatest amount of benefits under this sentenceAgreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 Subsection (e) will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 9Subsection (e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9Subsection (e). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9Subsection (e).

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will (ii) but for this Subsection (e), would be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive the Executive's benefits under this Agreement shall be payable either (i1) a payment from in full, or (2) as to such lesser amount which would result in no portion of the Company sufficient such benefits being subject to pay such excise taxtax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and (ii) an additional payment from the Company sufficient to pay the federal and state local income and employment taxes and additional the excise taxes arising from tax imposed by Section 4999, results in the payments made to Executive receipt by the Company pursuant to Executive on an after-tax basis, of the greatest amount of benefits under this sentenceAgreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s 's excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 Subsection (e) will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 9Subsection (e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9Subsection (e). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9Subsection (e).

Excise Tax Gross-Up. In the event it shall be determined that any compensation by or benefit from the benefits provided Company to the Employee or for in the Employee’s benefit, whether pursuant to the terms of this Agreement or otherwise (collectively, the “Severance Payments”), (i) constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”), and (ii) and will would be subject to the excise tax imposed by Section 4999 of the CodeCode (the “Excise Tax”), then Executive will receive (i) a payment from the Company sufficient shall pay to pay such excise tax, and (ii) the Employee an additional lump-sum payment from (a “Gross-Up Payment”) in an amount determined by the Company’s outside auditors such that, after payment by the Employee of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, the Employee shall retain an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Severance Payments. Unless the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. Unless Executive and the Company Employee otherwise agree otherwise in writing, the any determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 will shall be made in writing by the Company’s independent auditors who are primarily used by the Company immediately prior to the Change of Control public accountants (the “Accountants”), whose determination shall be conclusive and binding upon the Employee and the Company for all purposes. For purposes of making the calculations required by this Section 9Section, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive The Company and the Company agree Employee shall furnish to furnish the Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9Section. The Company will shall bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9Section.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 8 will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 98(A), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 98(A). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 98. The Company will pay all amounts required by this Section 8(A) as soon as reasonably practicable, but in no event later than the end of Executive’s taxable year next following Executive’s taxable year in which Executive remits the related taxes.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the Federal and/or State excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise taxtax (the “Gross-Up Payment”). For the avoidance of doubt, and (ii) an Executive shall not receive any additional payment from the Company sufficient to pay for any additional income, employment, excise or other taxes imposed on Executive as a result of Executive’s receipt of the federal and state income and employment taxes and additional excise taxes arising Gross-Up Payment from the payments made to Executive by the Company pursuant to this sentenceCompany. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 6 will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 96, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 96. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 96. The Company will pay any Gross-Up Payment to Executive within thirty (30) days after the receipt of the Accountants’ determination, but in no event later than the close of the calendar year following the calendar year in which Executive pays the excise taxes to the Internal Revenue Service (the “IRS”).

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986Code, as amended and (the “Code”ii) and will but for this Subsection (d), would be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive the Executive’s benefits under this Agreement shall be payable either (i1) a payment from in full, or (2) as to such lesser amount which would result in no portion of the Company sufficient such benefits being subject to pay such excise taxtax under Section 4999 of the Code, whichever of the foregoing amounts, taking into account the applicable federal, state and (ii) an additional payment from the Company sufficient to pay the federal and state local income and employment taxes and additional the excise taxes arising from tax imposed by Section 4999, results in the payments made to Executive receipt by the Company pursuant to Executive on an after-tax basis, of the greatest amount of benefits under this sentenceAgreement, notwithstanding that all or some portion of such benefits may be taxable under Section 4999 of the Code. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 Subsection (d) will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of in Control (the “Accountants”). For purposes of making the calculations required by this Section 9Subsection (d), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9Subsection (d). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9Subsection (d).

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state and local income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. However the Company may elect not to make payments under the preceding sentence to the extent it reasonably determines that (a) the "parachute payments" arise from the acceleration of options with exercise prices exceeding the price at which the underlying shares could be sold on the date of the Change in Control and (b) any payments under the preceding sentence would not significantly benefit the Executive. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s 's excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 will be made in writing by the independent auditors who are primarily used a certified public accounting firm selected by the Company immediately prior and reasonably acceptable to the Change of Control Executive (the “"Accountants”"). For purposes of making the calculations required by this Section 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Excise Tax Gross-Up. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentencesentence (collectively, the “Gross-Up Payments”). Notwithstanding the foregoing, the total amount paid as Gross-Up Payments by the Company will not exceed $300,000. Unless Executive and the Company and Employee otherwise agree otherwise in writing, the determination of ExecutiveEmployee’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 6 will be made in writing in good faith by the accounting firm serving as the Company’s independent auditors who are primarily used by the Company public accountants immediately prior to the Change of in Control (the “Accountants”). For purposes of making the calculations required by this Section 96, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive and will furnish to the Company agree to furnish Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 96. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 96. Any Gross-Up Payments will be paid to the Executive, or for his or her benefit, within thirty (30) days following receipt by the Company of the report of the Accountants setting forth its determination, but in no event later than the last day of Executive’s taxable year following the taxable year in which Executive remitted such excise tax to the taxing authority.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of Sege the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. However, the Company may elect not to make payments under the preceding sentence to the extent it reasonably determines that (a) the “parachute payments” arise from the acceleration of options with exercise prices exceeding the price at which the underlying shares could be sold on the date of the Change in Control and (b) any payments under the preceding sentence would not significantly benefit the Executive. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 will be made in writing by the independent auditors who are primarily used a certified public accounting firm selected by the Company immediately prior and reasonably acceptable to the Change of Control Executive (the “Accountants”). For purposes of making the calculations required by this Section 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9. Any payment to Executive under this Section 9 shall be made within thirty (30) days following receipt by the Company of the report of the Accountants setting forth such determination.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “"parachute payments” " within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “"Code”") and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. However, the Company may elect not to make payments under the preceding sentence to the extent it reasonably determines that (a) the "parachute payments" arise from the acceleration of options with exercise prices exceeding the price at which the underlying shares could be sold on the date of the Change in Control and (b) any payments under the preceding sentence would not significantly benefit the Executive. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s 's excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 will be made in writing by the independent auditors who are primarily used a certified public accounting firm selected by the Company immediately prior and reasonably acceptable to the Change of Control Executive (the “"Accountants”"). For purposes of making the calculations required by this Section 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to the Executive by the Company pursuant to this sentencesentence along with any interest and/or penalties that are assessed. Notwithstanding any contrary provision in this Agreement, under no circumstances will the Company be required to pay to the Executive an amount greater than $1,000,000 pursuant to this Subsection (e). Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 Subsection (e) will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 9Subsection (e), the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9Subsection (e). The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9Subsection (e).

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. However, the Company may elect not to make payments under the preceding sentence to the extent it reasonably determines that (a) the “parachute payments” arise from the acceleration of options with exercise prices exceeding the price at which the underlying shares could be sold on the date of the Change in Control and (b) any payments under the preceding sentence would not significantly benefit the Executive. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 12 will be made in writing by the independent auditors who are primarily used a certified public accounting firm selected by the Company immediately prior and reasonably acceptable to the Change of Control Executive (the “Accountants”). For purposes of making the calculations required by this Section 912, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 912. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9.12. Any payment to Executive under this Section 12 shall be made within thirty (30) days following receipt by the Company of the report of the Accountants setting forth such determination, but in no event later than March 30 of the calendar year following the calendar year in which Executive’s employment is terminated. Inhibikase Therapeutics, Inc. Employment Agreement Mxxxxx X. Xxxxxx, Ph.D.

Excise Tax Gross-Up. In the event that the severance and other benefits provided for in this Agreement or otherwise payable to Executive constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentencesentence (collectively, the “Gross-Up Payments”). Notwithstanding the foregoing, the total amount paid as Gross-Up Payments by the Company will not exceed $600,000. Unless Executive and the Company and Employee otherwise agree otherwise in writing, the determination of ExecutiveEmployee’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 6 will be made in writing in good faith by the accounting firm serving as the Company’s independent auditors who are primarily used by the Company public accountants immediately prior to the Change of in Control (the “Accountants”). For purposes of making the calculations required by this Section 96, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. The Company and Executive and will furnish to the Company agree to furnish Accountants such information and documents as the Accountants may reasonably request in order to make a determination under this Section 96. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 96. Any Gross-Up Payments will be paid to the Executive, or for his or her benefit, within thirty (30) days following receipt by the Company of the report of the Accountants setting forth its determination, but in no event later than the last day of Executive’s taxable year following the taxable year in which Executive remitted such excise tax to the taxing authority.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to the Executive by the Company pursuant to this sentence. Notwithstanding any contrary provision in this Agreement, under no circumstances will the Company be required to pay to Executive an amount greater than two times the sum of Executive’s Base Salary and target annual cash incentive pursuant to this Section 10. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 10 will be made in writing by the independent auditors who are primarily used by the Company immediately prior to the Change of Control (the “Accountants”). For purposes of making the calculations required by this Section 910, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 910. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 910.

Excise Tax Gross-Up. In the event that the benefits provided for in this Agreement constitute “parachute payments” within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) and will be subject to the excise tax imposed by Section 4999 of the Code, then Executive will receive (i) a payment from the Company sufficient to pay such excise tax, and (ii) an additional payment from the Company sufficient to pay the federal and state income and employment taxes and additional excise taxes arising from the payments made to Executive by the Company pursuant to this sentence. However, the Company may elect not to make payments under the preceding sentence to the extent it reasonably determines that (a) the “parachute payments” arise from the acceleration of options with exercise prices exceeding the price at which the underlying shares could be sold on the date of the Change in Control and (b) any payments under the preceding sentence would not significantly benefit Executive. Unless Executive and the Company agree otherwise in writing, the determination of Executive’s excise tax liability, if any, and the amount, if any, required to be paid under this Section 9 will be made in writing by the independent auditors who are primarily used a certified public accounting firm selected by the Company immediately prior and reasonably acceptable to the Change of Control Executive (the “Accountants”). For purposes of making the calculations required by this Section 9, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Sections 280G and 4999 of the Code. Executive and the Company agree to furnish such information and documents as the Accountants may reasonably request in order to make a determination under this Section 9. The Company will bear all costs the Accountants may reasonably incur in connection with any calculations contemplated by this Section 9. Any payment to Executive under this Section 9 shall be made Mao within thirty (30) days following receipt by the Company of the report of the Accountants setting forth such determination.