Common use of Excise Tax Limitation Clause in Contracts

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to It is the contrary, to intention of the extent Parties that the payments and benefits provided no portion of any payment under this Agreement and benefits provided toAgreement, or payments to or for the benefit of, of Executive under any other Employer plan agreement or agreement plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (such payments or benefits are collectively referred to as in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Agreement shall be calculated in accordance with Code Section 280G(d)(4). Within one hundred twenty (120) days following the earlier of (i) the giving of the notice of termination or (ii) the giving of notice by the Company to Executive of its belief that there is a payment or benefit due Executive that will result in an Excess Parachute Payment, the Parties, at the Company’s expense, shall obtain the opinion of an Independent Advisor, which opinion need not be unqualified, which sets forth (A) Executive’s applicable “base amount” (as defined under Code Section 280G), (B) the present value of Total Payments and (C) the amount and present value of any Excess Parachute Payments. In the event that such opinion determines that there would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)an Excess Parachute Payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced (but not below zero) if and or eliminated, in accordance with Code Section 409A, as specified by Executive in writing delivered to the extent necessary Company within ninety (90) days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Payment to be made or benefit to be Excess Parachute Payment. The provisions of this Section 6, including the calculations, notices and opinion provided to Executive for herein, shall be subject to based upon the Excise Tax conclusive presumption that (such reduced amount is hereinafter referred to as A) the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable compensation and benefits provided for in cash Section 3 and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given B) any other compensation earned by Executive pursuant to the preceding sentence shall take precedence over Company’s compensation programs that would have been paid in any event, are reasonable compensation for services rendered, even though the provisions timing of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationsuch payment may be triggered by a Change in Control. (b) The Parties hereby recognize that the restrictive covenants under Section 7 have value that is equivalent in amount to some or all of the Severance Amount (and potentially other termination benefits) and that such value shall be recognized in the Code Section 280G calculations contemplated hereunder. The Independent Advisor shall make the determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days actual fair market value of the date restrictive covenants under Section 7 at the time of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and ExecutiveChange in Control.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to It is the contrary, to intention of the extent Employer and the Executive that the payments and benefits provided no portion of any payment under this Agreement and benefits provided toAgreement, or payments to or for the benefit of, of the Executive under any other Employer plan agreement or agreement (such payments or benefits are collectively referred plan, be deemed to be an “Excess Parachute Payment” as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under defined in Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors. It is agreed that the present value of and payments to or for the benefit of the Executive in the nature of compensation, receipt of which is contingent on a Change of Control, and to which Section 280G of the Code applies (in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar less than the maximum amount which the Employer may pay without loss of deduction under Section 280G(a) of the Code. Present value for purposes of this Agreement shall be calculated in accordance with Section 280G(d)(4) of the Code. Within one hundred and twenty (120) days following the earlier of (A) the giving of the notice of termination or (B) the giving of notice by the Employer to the Executive of its belief that there is a payment or benefit due the Executive which will result in an Excess Parachute Payment, the Executive and the Employer, at the Employer’s expense, shall obtain the opinion of an Independent Advisor (as defined below), which opinion need not be unqualified, which sets forth (A) the Executive’s applicable Base Amount (as defined under Section 280G of the Code), (B) the present value of Total Payments and (C) the amount and present value of any Excess Parachute Payments. In the event that such opinion determines that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced (but not below zero) if and to or eliminated as specified by the extent necessary Parties shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Payment to Excess Parachute Payment; provided that any such modification, reduction or elimination must be made or benefit to be in accordance with Section 409A of the Code. The provisions of this Section 7, including the calculations, notices and opinions provided to Executive for herein shall be subject to based upon the Excise Tax conclusive presumption that (such reduced amount is hereinafter referred to as A) the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate compensation and benefits provided for in Section 5 hereof and (B) any other compensation earned by the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over Employer’s compensation programs which would have been paid in any event, are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change of Control. In the event that the provisions of any other planSections 280G and 4999 of the Code are repealed without succession, arrangement this Section 7 shall be of no further force or agreement governing Executive’s rights and entitlements to any benefits or compensationeffect. (b) The Employer and the Executive hereby recognize that the Restrictive Covenants under Section 8 have value and that the value shall be recognized in the Section 280G calculations by an allocation of a portion of the termination benefits to the restrictive covenant provisions based on the fair market value of such restrictive covenant provisions. The Independent Advisor shall make the determination of whether the Payments shall fair value to be reduced allocated to the Limited Payment Amount pursuant to restrictive covenant provisions. (c) For purposes of this Agreement Agreement, “Independent Advisor” shall mean an independent nationally recognized accounting firm approved by the Employer and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable where such approval shall not be unreasonably withheld by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executiveeither party.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to It is the contrary, to intention of the extent Parties that the payments and benefits provided no portion of any payment under this Agreement and benefits provided toAgreement, or payments to or for the benefit of, of the Executive under any other Employer plan agreement or agreement plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of the Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (such payments or benefits are collectively referred to as in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Agreement shall be calculated in accordance with Code Section 280G(d)(4). Within one hundred twenty (120) days following the earlier of (i) the giving of the notice of termination or (ii) the giving of notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive that will result in an Excess Parachute Payment, the Parties, at the Company’s expense, shall obtain the opinion of an Independent Advisor, which opinion need not be unqualified, which sets forth (A) the Executive’s applicable “base amount” (as defined under Code Section 280G), (B) the present value of Total Payments and (C) the amount and present value of any Excess Parachute Payments. In the event that such opinion determines that there would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)an Excess Parachute Payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced (but not below zero) if and or eliminated, in accordance with Code Section 409A, as specified by the Executive in writing delivered to the extent necessary Company within ninety (90) days of the Executive’s receipt of such opinions or, if the Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Payment to be made or benefit to be Excess Parachute Payment. The provisions of this Section 6, including the calculations, notices and opinion provided to Executive for herein, shall be subject to based upon the Excise Tax conclusive presumption that (such reduced amount is hereinafter referred to as A) the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate compensation and benefits provided for in Section 4 and (B) any other compensation earned by the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over Company’s compensation programs that would have been paid in any event, are reasonable compensation for services rendered, even though the provisions timing of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationsuch payment may be triggered by a Change in Control. (b) The Parties hereby recognize that the restrictive covenants under Section 7 have value that is equivalent in amount to some or all of the Severance Amount (and potentially other termination benefits) and that such value shall be recognized in the Code Section 280G calculations contemplated hereunder. The Independent Advisor shall make the determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days actual fair market value of the date restrictive covenants under Section 7 at the time of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and ExecutiveChange in Control.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement of Company or SIGCORP (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer Company to effectuate the foregoingreduction of the Payments, Employer Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined)date of the termination of Executive's employment. Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s 's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer (Company which is designated as one of the “Accounting Firm”)five largest accounting firms in the United States. The Accounting Firm accounting firm shall provide its determination (the “Determination”)determination, together with detailed supporting calculations and documentation to Employer Company and Executive within ten five (105) days of the date of termination, if applicablethe termination of Executive's employment, or such other time as specified requested by mutual agreement the Company or by Executive (provided Executive reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm accounting firm determines that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Determination Within ten (10) days of the delivery of the determination of the accounting firm to Executive, Executive shall have the right to dispute the determination. If there is no dispute, the determination shall be binding, final and conclusive upon Employer Company and Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten (10) days of the date of termination, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, it shall furnish the Executive and the Company with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) 5.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) 5.2 The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten (10) days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit ofof the Employee by the Company, Executive under any other Employer plan affiliate of the Company, any person who acquires ownership or agreement effective control of the Company or ownership of a substantial portion of the Company's assets (such payments or benefits are collectively referred to as within the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under meaning of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and the regulations thereunder), or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments") is or will be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Employee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 21(a) and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive the Employee within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Termination Date. If the Accounting Firm determines that no Excise Tax is payable by Executive the Employee with respect to the Total Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee. If the Accounting Firm determines that an Excise Tax would be payable, the Employee shall have the right to accept the Determination of the Accounting Firm as to the extent of the reduction, if any, pursuant to Section 21(a), or to have such Determination reviewed by an accounting firm selected by the Employee from among the six largest accounting firms in the United States, at the expense of the Employee, in which case the determination of such second accounting firm shall be binding, final and conclusive upon the Company and the Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer The Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section 5(a). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to It is the contrary, to intention of the extent Parties that the payments and benefits provided no portion of any payment under this Agreement and benefits provided toAgreement, or payments to or for the benefit of, of the Executive under any other Employer plan agreement or agreement plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of the Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (such payments or benefits are collectively referred to as in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Agreement shall be calculated in accordance with Code Section 280G(d)(4). Within one hundred twenty (120) days following the earlier of (i) the giving of the notice of termination or (ii) the giving of notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive that will result in an Excess Parachute Payment, the Parties, at the Company's expense, shall obtain the opinion of an Independent Advisor, which opinion need not be unqualified, which sets forth (A) the Executive's applicable “base amount” (as defined under Code Section 280G), (B) the present value of Total Payments and (C) the amount and present value of any Excess Parachute Payments. In the event that such opinion determines that there would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)an Excess Parachute Payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced (but not below zero) if and or eliminated, in accordance with Code Section 409A, as specified by the Executive in writing delivered to the extent necessary Company within ninety (90) days of the Executive's receipt of such opinions or, if the Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Payment to be made or benefit to be Excess Parachute Payment. The provisions of this Section 6, including the calculations, notices and opinion provided to Executive for herein, shall be subject to based upon the Excise Tax conclusive presumption that (such reduced amount is hereinafter referred to as A) the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate compensation and benefits provided for in Section 4 and (B) any other compensation earned by the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over Company's compensation programs that would have been paid in any event, are reasonable compensation for services rendered, even though the provisions timing of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationsuch payment may be triggered by a Change in Control. (b) The Parties hereby recognize that the restrictive covenants under Section 7 have value that is equivalent in amount to some or all of the Severance Amount (and potentially other termination benefits) and that such value shall be recognized in the Code Section 280G calculations contemplated hereunder. The Independent Advisor shall make the determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days actual fair market value of the date restrictive covenants under Section 7 at the time of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and ExecutiveChange in Control.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to It is the contrary, to intention of the extent Company and the Executive that the payments and benefits provided no portion of any payment under this Agreement and benefits provided toAgreement, or payments to or for the benefit of, of the Executive under any other Employer plan agreement or agreement (such payments or benefits are collectively referred plan, be deemed to be an “Excess Parachute Payment” as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under defined in Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Code”), or its successors. It is agreed that the present value of and payments to or for the benefit of the Executive in the nature of compensation, receipt of which is contingent on the Change of Control, and to which Section 280G of the Code applies (in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar less than the maximum amount which the Company may pay without loss of deduction under Section 280G(a) of the Code. Present value for purposes of this Agreement shall be calculated in accordance with Section 280G(d)(4) of the Code. Within one hundred and twenty (120) days following the earlier of (A) the giving of the notice of termination or (B) the giving of notice by the Company to the Executive of its belief that there is a payment or benefit due the Executive which will result in an excess parachute payment as defined in Section 280G of the Code, the Executive and the Company, at the Company’s expense, shall obtain the opinion of an Independent Advisor (as defined below), which opinion need not be unqualified, which sets forth (A) the Executive’s applicable Base Amount (as defined under Section 280G of the Code), (B) the present value of Total Payments and (C) the amount and present value of any excess parachute payments. In the event that such opinion determines that there would be an excess parachute payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced (but not below zero) if and or eliminated as specified by the Executive in writing delivered to the extent necessary Company within ninety (90) days of his receipt of such opinions or, if the Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Payment to be made or benefit to be excess parachute payment. The provisions of this Section, including the calculations, notices and opinion provided to Executive for herein shall be subject to based upon the Excise Tax conclusive presumption that (such reduced amount is hereinafter referred to as A) the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate compensation and benefits provided for in Section 5 hereof and (B) any other compensation earned by the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over Company’s compensation programs which would have been paid in any event, are reasonable compensation for services rendered, even though the timing of such payment is triggered by the Change of Control. In the event that the provisions of any other planSections 280G and 4999 of the Code are repealed without succession, arrangement this Section shall be of no further force or agreement governing Executive’s rights and entitlements to any benefits or compensationeffect. (b) The Company and the Executive hereby recognize that the restrictive covenants under Section 8 have value and that the value shall be recognized in the Section 280G calculations by an allocation of a portion of the termination benefits to the restrictive covenant provisions based on the fair market value of such restrictive covenant provisions. The Independent Advisor shall make the determination of whether the Payments shall fair value to be reduced allocated to the Limited Payment Amount pursuant to restrictive covenant provisions. (c) For purposes of this Agreement Agreement, “Independent Advisor” shall mean an independent nationally recognized accounting firm approved by the Company and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable where such approval shall not be unreasonably withheld by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executiveeither party.

Excise Tax Limitation. (ai) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (bii) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company which is one of the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten (10) days of the date of terminationtermination of the Executive, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect Payments may be subject to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and ExecutiveTax).

Excise Tax Limitation. (a) 13.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution or acceleration of vesting to or for the benefit ofof the Optionee by the Company (within the meaning of Section 280G of the Code and the regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (such payments or benefits are collectively referred to as the “Total Payments”) would is or will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Optionee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Optionee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Optionee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingforegoing in accordance with Code Section 409A, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Optionee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executivethe Optionee’s rights and entitlements to any benefits or compensation. (b) 13.2 The determination of whether the Total Payments shall be reduced to as provided in Section 12.2(a) of the Limited Payment Amount pursuant to this Agreement Plan and the amount of such Limited Payment Amount reduction shall be made, made at Employerthe Company’s expense, expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the four largest accounting firms in the United States or at the Company’s expense by an attorney selected by the Company. Such accounting firm or attorney (the “Accounting FirmDetermining Party”). The Accounting Firm ) shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer the Company and Executive the Optionee within ten thirty (1030) days of the date termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Optionee’s employment. If the Accounting Firm Determining Party determines that no Excise Tax is payable by Executive the Optionee with respect to the Total Payments, it shall furnish Executive the Optionee with an opinion reasonably acceptable to Executive the Optionee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Optionee. If the Determining Party determines that an Excise Tax would be payable, the Optionee shall have the right to accept the Determination of the Determining Party as to the extent of the reduction, if any, pursuant to Section 12.2(a) of the Plan, or to have such Determination reviewed by an accounting firm selected by the Optionee, at the Optionee’s expense. If the Optionee's accounting firm and the Determining Party do not agree, a third accounting firm shall be jointly chosen by the Determining Party and the Optionee, in which case the determination of such third accounting firm shall be binding, final and conclusive upon the Company and the Optionee.

Excise Tax Limitation. (a) 6.11.1 Notwithstanding anything contained in this Agreement to the contrary, (i) in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to be paid or made payable to Executive or for Executive’s benefit pursuant to the extent that the payments and benefits provided under terms of this Agreement and benefits provided toor otherwise in connection with, or for the benefit arising out of, Executive under Executive’s employment with the Company or any other Employer plan of its Subsidiaries on a “change of control” within the meaning of Section 280G of the Code (a “Payment” or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) imposed under Section 4999 (A) the net amount of the Internal Revenue Code Payments Executive would retain after payment of 1986the Excise Tax and federal, as amended state and local income taxes on the Payments would be less than (B) the net amount of the Payments Executive would retain, after payment of the Excise Tax and federal, state and local income taxes on the Payments, if the Payments were reduced to the extent necessary that no portion of the Payments would be subject to the Excise Tax (the “CodeSection 4999 Limit”), then the Payments shall be reduced (but not below zero) if and to the extent Section 4999 Limit. If a reduction in the Payments is necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as Payments do not exceed the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion Section 4999 Limit and none of the Payments which are not payable constitute non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in cash and then by reducing or eliminating cash payments, the manner Executive elects in each case in reverse order beginning with payments or benefits which are writing prior to be paid the farthest in time from the Determination (as hereinafter defined)date of payment. Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other planagreement, plan or arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. If any Payment constitutes non-qualified deferred compensation or if Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to Executive, until the reduction is achieved. For purposes of the calculations described above, it shall be assumed that Executive’s tax rate will be the maximum marginal federal and applicable state income tax rate on earned income (taking into account the deductibility of any state taxes for purposes of calculating any federal taxes). 6.11.2 All determinations required to be made under this Section 6.11 (beach, a “Determination”) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable the accounting firm selected which is the Company’s accounting firm prior to a “change of control” (within the meaning of Section 280G of the Code) or another nationally recognized accounting firm designated by Executive and reasonably acceptable the Board (or a committee thereof) prior to Employer the change of control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”)calculations, together with detailed supporting calculations documentation, both to the Company and documentation to Employer Executive before payment of Executive’s Severance Payment hereunder (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive (in either case provided that the Company or Executive believes in good faith that any of the Payments may be subject to the Excise Tax). Within ten (10) calendar days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). The existence of any Dispute shall not in any way affect Executive’s right to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Accounting Firm shall be final, binding and conclusive upon the Company and Executive, subject to the application of Section 6.11.3. 6.11.3 As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments either will have been made or will not have been made by the Company, in either case in a manner inconsistent with the limitations provided in Section 6.11.1 (an “Excess Payment” or “Underpayment”, respectively). If it is established pursuant to (a) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired, or (b) an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at one hundred twenty percent (120%) of the applicable federal rate (as defined in Section 1274(d) of the Code) compounded semi-annually from the date of Executive’s receipt of such Excess Payment until the date of such repayment. If it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to Executive’s satisfaction of the Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to Executive within ten (10) calendar days of such determination or resolution, together with interest on such amount at one hundred twenty percent (120%) of the applicable federal rate compounded semi-annually from the date such amount should have been paid to Executive pursuant to the terms of this Agreement or otherwise, but for the operation of this Section 6.11.3, until the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executivepayment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contraryevent that any payment, to benefit or distribution (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Employee or for the Employee's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Employee's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive the Employee shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected that is the Company's independent accounting firm as of the date of the Change in Control or, if such firm is prohibited from performing such services by Executive and reasonably acceptable to Employer applicable law, then such accounting firm as the Company's Board of Directors or the Audit Committee thereof, shall approve (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and Executive the Employee within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Employee (provided the Employee reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive the Employee with respect to the a Payment or Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee subject to the application of Section 6(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Employee either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 6(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan, to the extent permitted by applicable law, to the Employee made on the date the Employee received the Excess Payment and the Employee shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Employee) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Employee's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Employee's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Employee within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Employee until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 28OG(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)), to the Executive or for the Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive’s employment with the Company or a Change in Control (a “Payment” or “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation., (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”,), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 28OG of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitations contained in Section 5(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toto you, or for the benefit ofyour benefit, Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive you shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive you shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating cash payments and then by reducing or eliminating the portion portions of the Payments which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s your rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in paragraph (a) above and the amount of such Limited Payment Amount reduction shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer you which is one of the five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive you within ten (10) days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by you (provided the employee reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by Executive you with respect to the Payments, it shall furnish Executive you with an opinion reasonably acceptable to Executive you that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and Executiveyou.

Excise Tax Limitation. (a) A. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under any other Employer plan or agreement of the Company (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer The Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the "Determination" (as hereinafter defined). Any notice given by Executive pursuant ) is delivered to the preceding sentence shall take precedence over Company and the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) B. The determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount (the "Determination") shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive the Company and reasonably acceptable to Employer the Executive which is designated as one of the five (5) largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)Determination in writing, together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within on or prior to the date of termination of the Executive's employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the date delivery of termination, if applicable, or such other time as specified by mutual agreement of Employer and the Determination to the Executive, and if the Accounting Firm determines that Executive shall have the right to dispute the Determination (the "Dispute") in writing setting forth the precise basis of the dispute. If there is no Excise Tax is payable by Executive with respect to Dispute, the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive. C. Any Excise Tax payable hereunder shall be paid by the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that any payment or benefit (within the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 28OG(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to you or for your benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, your employment with the Company or any of its Subsidiaries or a Change of Control (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Payments shall be reduced (but not below zero) if and but only to the extent necessary so that no Payment to be made or benefit to be provided to Executive portion thereof shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, excise tax imposed by first reducing or eliminating the portion Section 4999 of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid Code (the farthest in time from the Determination (as hereinafter defined"Section 4999 Limit"). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination If a reduction in Payments is necessary to comply with the provisions of whether the Payments preceding paragraph, you shall be entitled to select which Payments will be reduced to and the Limited Payment Amount pursuant to this Agreement manner and method of any such reduction of such Payments. Within ten (10) calendar days after the amount of any required reduction in Payments is finally determined in accordance with the provisions of this Section 2.3, you shall notify the Company and the Accounting Firm (as defined below) in writing regarding which Payments are to be reduced. If you fail to give such Limited Payment Amount notification, the Company will determine which Payments to reduce. (c) All determinations required to be made under this Section 2.3 (each, a "Determination") shall be made, at Employer’s the Company's expense, by a reputable nationally recognized accounting firm selected designated by Executive the Company (other than the Company's accounting firm or the accounting firm that is regularly engaged by any party who has effectuated the Change of Control) and reasonably acceptable to Employer you (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)calculations, together with detailed supporting calculations documentation, both to the Company and documentation to Employer and Executive you within ten (10) calendar days of after the date of termination, on which your right to a Severance Payment hereunder was triggered (if applicable, requested at that time by the Company or you) or such other time as specified requested by mutual agreement the Company or you (in either case provided that the Company or you believe in good faith that any of Employer and Executivethe Payments may be subject to the Excise Tax); provided, and however, that if the Accounting Firm determines that no Excise Tax is payable by Executive you with respect to the a Payment or Payments, it shall furnish Executive you with an opinion reasonably acceptable written advice to Executive the effect that no Excise Tax will should be imposed with respect to any such Payment or Payments. Within ten (10) calendar days of the delivery of the Determination to you, you shall have the right to dispute the Determination (the "Dispute") in accordance with the provisions of Section 7.11 and Article VI of this Agreement. The existence of any Dispute shall not in any way affect your right to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Accounting Firm shall be bindingfinal, final binding and conclusive upon Employer the Company and Executiveyou, subject to the application of Section 2.3(d). (d) As a result of the uncertainty in the application of Sections 4999 and 28OG of the Code, it is possible that the Payments either will have been made (or are due) or will not have been made by the Company, in any case in a manner inconsistent with the limitations provided in Section 2.3(a) (an "Excess Payment" or "Underpayment", respectively). If it is established pursuant to (i) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired, or (ii) an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, any Payments remaining to be paid pursuant to Article II which constitute all or any portion of the Excess Payment will be eliminated to the extent necessary so that the Section 4999 Limit is (or would have been) satisfied and then any remaining Excess Payment shall be deemed for all purposes to be a loan to you made on the date you received such Excess Payment and you shall repay such Excess Payment to the Company on demand, together with interest on such Excess Payment at the applicable federal rate (as defined in Section 1274(d) of the Code) from the date of your receipt of such Excess Payment until the date of such repayment. If it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or the IRS, (ii) by a court, or (iii) by resolution to your satisfaction of the Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to you within ten (10) calendar days of such determination or resolution, together with interest on such amount at the applicable federal rate from the date such amount should have been paid to you pursuant to the terms of this Agreement or otherwise, but for the operation of this Section 2.3, until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained Anything in this Agreement to the contrarycontrary notwithstanding, to in the extent event that the payments and receipt of all payments, distributions or benefits provided under (including without limitation accelerated vesting of equity-based awards) in the nature of compensation to or for Executive’s benefit, whether paid or payable pursuant to this Agreement and benefits provided toor otherwise (a “Payment”), or for the benefit of, would subject Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code by virtue of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion Section 280G of the Payments which are not payable in cash and then by reducing Code, an independent accounting or eliminating cash payments, in each case in reverse order beginning with payments or executive benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting consulting firm mutually selected by the Bank and Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm , shall provide its determination determine whether to reduce any of the Payments paid or payable pursuant to this Agreement (the “DeterminationAgreement Payments”) to the Reduced Amount (as defined below), together with detailed supporting calculations and documentation . The Agreement Payments shall be reduced to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and Reduced Amount only if the Accounting Firm determines that Executive would have a greater Net After-Tax Receipt (as defined below) of aggregate Payments if Executive’s Agreement Payments were reduced to the Reduced Amount. If such a determination is not made by the Accounting Firm, Executive shall receive all Agreement Payments to which Executive is entitled under this Agreement. Any determination made by the Accounting Firm shall be binding on the Bank and Executive. (b) If the Accounting Firm determines that aggregate Agreement Payments should be reduced to the Reduced Amount, the Bank shall promptly give Executive notice to that effect and a copy of the detailed calculation thereof. All determinations made by the Accounting Firm under this Section 3.04 shall be made as soon as reasonably practicable and in no Excise Tax event later than fifty-five (55) days following the Date of Termination or such earlier date as requested by the Bank and Executive. For purposes of reducing the Agreement Payments to the Reduced Amount, only amounts payable under this Agreement (and no other Payments) shall be reduced, in the following order: (A) any Payments otherwise payable to the Executive that are exempt from Section 409A of the Code (“Section 409A”); and (B) any Payments otherwise payable to the Executive that are not exempt from Section 409A, on a pro rata basis or such other manner that complies with Section 409A. All fees and expenses of the Accounting Firm shall be borne solely by the Bank. (c) As a result of the uncertainty in the application of Sections 280G and 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that amounts will have been paid or distributed by the Bank to or for the benefit of Executive pursuant to this Agreement which should not have been so paid or distributed (the “Overpayment”) or that additional amounts which were not paid or distributed by the Bank to or for the benefit of Executive pursuant to this Agreement could have been so paid or distributed (the “Underpayment”), in each case, consistent with the calculation of the Reduced Amount hereunder. In the event that the Accounting Firm, based upon the assertion of a deficiency by the Internal Revenue Service against either the Bank or Executive which the Accounting Firm believes has a high probability of success, determines that an Overpayment has been made, Executive shall pay any such Overpayment to the Bank, together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code; provided, however, that no amount shall be payable by Executive to the Bank if and to the extent such payment would not either reduce the amount on which Executive is subject to tax under Section 1 and Section 4999 of the Code or generate a refund of such taxes. In the event that the Accounting Firm, based upon controlling precedent or substantial authority, determines that an Underpayment has occurred, any such Underpayment shall be paid promptly (and in no event later than sixty (60) days following the date on which the Underpayment is determined) by the Bank to or for the benefit of Executive together with interest at the applicable federal rate provided for in Section 7872(f)(2) of the Code. (d) For purposes hereof, the following terms have the meanings set forth below: (A) “Reduced Amount” shall mean the greatest amount of Payments that can be paid that would not result in the imposition of the excise tax under Section 4999 of the Code if the Accounting Firm determines to reduce Payments pursuant to this Section 3.04 and (B) “Net After-Tax Receipt” shall mean the present value (as determined in accordance with Section 280G(b)(2)(A)(ii) and Section 280G(d)(4) of the Code) of a Payment net of all taxes imposed on Executive with respect thereto under Section 1 and Section 4999 of the Code and under applicable state and local laws, determined by applying the highest marginal rate under Section 1 of the Code and under state and local laws which applied to Executive’s taxable income for the Paymentsimmediately preceding taxable year, it shall furnish or such other rate(s) as Executive with an opinion reasonably acceptable certifies, in Executive’s sole discretion, as likely to Executive that no Excise Tax will be imposed with respect apply to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executivehim in the relevant tax year(s).

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent Fextent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit ofof the Employee by the Company, Executive under any other Employer plan affiliate of the Company, any person who acquires ownership or agreement effective control of the Company or ownership of a substantial portion of the Company's assets (such payments or benefits are collectively referred to as within the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under meaning of Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “"Code”"), and the regulations thereunder), or any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (the "Total Payments") is or will be subject to the excise tax imposed under Section 4999 of the Code (the "Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Employee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 22(a) and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive the Employee within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Termination Date. If the Accounting Firm determines that no Excise Tax is payable by Executive the Employee with respect to the Total Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee. If the Accounting Firm determines that an Excise Tax would be payable, the Employee shall have the right to accept the Determination of the Accounting Firm as to the extent of the reduction, if any, pursuant to Section 22(a), or to have such Determination reviewed by an accounting firm selected by the Employee from among the six largest accounting firms in the United States, at the expense of the Employee, in which case the determination of such second accounting firm shall be binding, final and conclusive upon the Company and the Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer the Corporation to effectuate any reduction contemplated by the foregoingpreceding sentence, Employer the Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section 5(a). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 28OG(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation., (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer (that is the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days Company's independent accounting firm as of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Change in Control (the "Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.Firm"

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contraryevent that any payment, to benefit or distribution (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Employee or for the Employee's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Employee's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive the Employee shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer (that is the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days Company's independent accounting firm as of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Change in Control (the "Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.Firm"

Excise Tax Limitation. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, to the extent that if the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive the Employee under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so Limited Payment Amount of the greater of (i) the largest amount of Payments that would result in no Payment portion of the Payments being subject to be made the Excise Tax, or benefit (ii) the largest amount of Payments, up to be provided to Executive shall and including the total Payments, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in the Employee’s receipt, on an after-tax basis, of the greater amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax (such reduced amount Tax. The intent of the foregoing provision is hereinafter referred to as reduce the “Limited Payment Amount”)Payments only in the event and to the extent that doing so will maximize the net present value of the Payments, on an after-tax basis, to be received by the Employee. Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate any reduction in Payments, the foregoing, Employer Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executivethe Employee’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Employee which is one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Company and Executive the Employee within ten (10) business days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by the Employee (provided that the Employee reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by Executive the Employee with respect to the Payments, Payments it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee.

Excise Tax Limitation. (a) A. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under any other Employer plan or agreement of the Company (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice to the Company specifying a different order to Employer to effectuate the foregoingreduction, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the "Determination" (as hereinafter defined)) is delivered to the Company and the Executive. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) B. The determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount (the "Determination") shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive the Company and reasonably acceptable to Employer the Executive which is designated as one of the five (5) largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)Determination in writing, together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within on or prior to the date of termination of the Executive's employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the date delivery of termination, if applicable, or such other time as specified by mutual agreement of Employer and the Determination to the Executive, and if the Accounting Firm determines that Executive shall have the right to dispute the Determination (the "Dispute") in writing setting forth the precise basis of the dispute. If there is no Excise Tax is payable by Executive with respect to Dispute, the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive. C. Any Excise Tax payable hereunder shall be paid by the Executive.

Excise Tax Limitation. (a) 14.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution or acceleration of vesting to or for the benefit ofof the Optionee by the Company (within the meaning of Section 280G of the Code and the regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (such payments or benefits are collectively referred to as the “Total Payments”) would is or will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Optionee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Optionee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Optionee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingforegoing in accordance with Code Section 409A, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Optionee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executivethe Optionee’s rights and entitlements to any benefits or compensation. (b) 14.2 The determination of whether the Total Payments shall be reduced to as provided in Section 12.2(a) of the Limited Payment Amount pursuant to this Agreement Plan and the amount of such Limited Payment Amount reduction shall be made, made at Employerthe Company’s expense, expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the four largest accounting firms in the United States or at the Company’s expense by an attorney selected by the Company. Such accounting firm or attorney (the “Accounting FirmDetermining Party”). The Accounting Firm ) shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer the Company and Executive the Optionee within ten thirty (1030) days of the date termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Optionee’s employment. If the Accounting Firm Determining Party determines that no Excise Tax is payable by Executive the Optionee with respect to the Total Payments, it shall furnish Executive the Optionee with an opinion reasonably acceptable to Executive the Optionee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Optionee. If the Determining Party determines that an Excise Tax would be payable, the Optionee shall have the right to accept the Determination of the Determining Party as to the extent of the reduction, if any, pursuant to Section 12.2(a) of the Plan, or to have such Determination reviewed by an accounting firm selected by the Optionee, at the Optionee’s expense. If the Optionee's accounting firm and the Determining Party do not agree, a third accounting firm shall be jointly chosen by the Determining Party and the Optionee, in which case the determination of such third accounting firm shall be binding, final and conclusive upon the Company and the Optionee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit ofof the Employee by the Company, Executive under any other Employer plan affiliate of the Company, any person who acquires ownership or agreement effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Code, and the regulations thereunder), or any affiliate of such payments person, whether paid or benefits are collectively referred payable or distributed or distributable pursuant to as the “terms of this Agreement or otherwise (the "Total Payments”") would is or will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Employee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 6.12(a) and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive the Employee within ten (10) days of the date Termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Employment date. If the Accounting Firm determines that no Excise Tax is payable by Executive the Employee with respect to the Total Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee. If the Accounting Firm determines that an Excise Tax would be payable, the Employee shall have the right to accept the Determination of the Accounting Firm as to the extent of the reduction, if any, pursuant to Section 6.12(a), or to have such Determination reviewed by an accounting firm selected by the Employee, at the expense of the Company, in which case the determination of such second accounting firm shall be binding, final and conclusive upon the Company and Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to It is the contrary, to intention of the extent Parties that the payments and benefits provided no portion of any payment under this Agreement and benefits provided toAgreement, or payments to or for the benefit of, of Executive under any other Employer plan agreement or agreement plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (such payments or benefits are collectively referred to as in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Agreement shall be calculated in accordance with Code Section 280G(d)(4). Within one hundred twenty (120) days following the earlier of (i) the giving of the notice of termination or (ii) the giving of notice by the Company to Executive of its belief that there is a payment or benefit due Executive that will result in an Excess Parachute Payment, the Parties, at the Company’s expense, shall obtain the opinion of an Independent Advisor, which opinion need not be unqualified, which sets forth (A) Executive’s applicable “base amount” (as defined under Code Section 280G), (B) the present value of Total Payments and (C) the amount and present value of any Excess Parachute Payments. In the event that such opinion determines that there would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)an Excess Parachute Payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced (but not below zero) if and or eliminated, in accordance with Code Section 409A, as specified by Executive in writing delivered to the extent necessary Company within ninety (90) days of Executive’s receipt of such opinions or, if Executive fails to so notify the Company, then as the Company shall reasonably determine, so that under the bases of calculation set forth in such opinions there will be no Payment to be made or benefit to be Excess Parachute Payment. The provisions of this Section 6, including the calculations, notices and opinion provided to Executive for herein, shall be subject to based upon the Excise Tax conclusive presumption that (such reduced amount is hereinafter referred to as A) the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable compensation and benefits provided for in cash Section 2 and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given B) any other compensation earned by Executive pursuant to the preceding sentence shall take precedence over Company’s compensation programs that would have been paid in any event, are reasonable compensation for services rendered, even though the provisions timing of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationsuch payment may be triggered by a Change in Control. (b) The Parties hereby recognize that the restrictive covenants under Section 7 have value that is equivalent in amount to some or all of the Severance Amount (and potentially other termination benefits) and that such value shall be recognized in the Code Section 280G calculations contemplated hereunder. The Independent Advisor shall make the determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days actual fair market value of the date restrictive covenants under Section 7 at the time of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and ExecutiveChange in Control.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of terminationTermination Date, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)), to the Executive or for the Executive’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive’s employment with the Company or a Change in Control (a “Payment” or “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation., (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”,), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitations contained in Section 5(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company's independent accounting firm as of the date of the Change in Control (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 28OG of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 5(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986l986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless The reduction provided for in the preceding sentence shall not apply, and Section 6 below shall apply, if the Payments, prior to any reduction in accordance with the preceding sentence, exceed one hundred and ten percent (110%) of the maximum amount which could be received without incurring the Excise Tax. (b) If a reduction is required pursuant to Section 5(a), unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from for the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (bc) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement the Plan and the amount calculation of such Limited Payment Amount shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company which is designated as one of the five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”), ") together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten five (105) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax) and, and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish to the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(d) below. (d) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be inconsistent with the limitations provided in Section 5(a) (hereinafter referred to as an "Excess Payment" or "Underpayment" respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the applicable "federal short term rate" prescribed pursuant to Code section 1274(d)(1)(C)(i) (hereinafter the "Applicable Federal Rate") from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive's satisfaction of the Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution or acceleration of vesting to or for the benefit ofof the Optionee by the Company (within the meaning of Section 280G of the Code and the regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (such payments or benefits are collectively referred to as the “"Total Payments”) would ), is or will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Optionee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Optionee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Optionee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Optionee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to as provided in Section 12.2 (a) of the Limited Payment Amount pursuant to this Agreement Plan and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Optionee from among the six largest accounting firms in the United States or at the Optionee's expense by an attorney selected by the Optionee. Such accounting firm or attorney (the “Accounting FirmDetermining Party”). The Accounting Firm ) shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive the Optionee within ten (10) days of the date termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Optionee's employment. If the Accounting Firm Determining Party determines that no Excise Tax is payable by Executive the Optionee with respect to the Total Payments, it shall furnish Executive the Optionee with an opinion reasonably acceptable to Executive the Optionee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Optionee. If the Determining Party determines that an Excise Tax would be payable, the Company shall have the right to accept the Determination of the Determining Party as to the extent of the reduction, if any, pursuant to Section 12.2 (a) of the Plan, or to have such Determination reviewed by an accounting firm selected by the Company, at the Company's expense. If the Company's accounting firm and the Determining Party do not agree, a third accounting firm shall be jointly chosen by the Determining Party and the Company, in which case the determination of such third accounting firm shall be binding, final and conclusive upon the Company and the Optionee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 2800 of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer the Corporation to effectuate any reduction contemplated by the foregoingpreceding sentence, Employer the Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are arc to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 2800 of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section Sea). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (l0) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan of the Employee (whether payable or agreement distributable pursuant to the terms of this Agreement or otherwise) (such payments or benefits are collectively referred to as the a “PaymentsPayment”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed under by Section 4999 of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), then the Payments Payment shall be reduced (but not below zero) if and to the extent necessary so that no Payment of avoid the imposition of the Excise Tax. The Employee may select the Payments to be made limited or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationreduced. (b) The determination of All determinations required to be made under this Section 4, including whether an Excise Tax would otherwise be imposed and the Payments assumptions to be utilized in arriving at such determination, shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of made by Ernst & Young LLP or such Limited Payment Amount shall be made, at Employer’s expense, by a reputable other certified public accounting firm selected as may be designated by Executive and reasonably acceptable to Employer the Employee (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and /s/ JWF /s/ LA EE Initials CO Initials the Employee within 15 business days of the receipt of Notice of Termination from the Employee, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Employee may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4 (“Underpayment”), consistent with the calculations required to be made hereunder. The Accounting Firm shall provide its determination (determine the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days amount of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer Underpayment that has occurred and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination Underpayment shall be binding, final and conclusive upon Employer and Executivepromptly paid by the Company to or for the benefit of the Employee.

Excise Tax Limitation. (a) 6.11.1 Notwithstanding anything contained in this Agreement to the contrary, (i) in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to be paid or made payable to Executive or for Executive’s benefit pursuant to the extent that the payments and benefits provided under terms of this Agreement and benefits provided toor otherwise in connection with, or for the benefit arising out of, Executive under Executive’s employment with the Company or any other Employer plan of its Subsidiaries on a “change of control” within the meaning of Section 280G of the Code (a “Payment” or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), and (ii) imposed under Section 4999 (A) the net amount of the Internal Revenue Code Payments Executive would retain after payment of 1986the Excise Tax and federal, as amended state and local income taxes on the Payments would be less than (B) the net amount of the Payments Executive would retain, after payment of the Excise Tax and federal, state and local income taxes on the Payments, if the Payments were reduced to the extent necessary that no portion of the Payments would be subject to the Excise Tax (the “CodeSection 4999 Limit”), then the Payments shall be reduced (but not below zero) if and to the extent Section 4999 Limit. If a reduction in the Payments is necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as Payments do not exceed the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion Section 4999 Limit and none of the Payments which are not payable constitute non-qualified deferred compensation (within the meaning of Section 409A of the Code), then the reduction shall occur in cash and then by reducing or eliminating cash payments, the manner Executive elects in each case in reverse order beginning with payments or benefits which are writing prior to be paid the farthest in time from the Determination (as hereinafter defined)date of payment. Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other planagreement, plan or arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. If any Payment constitutes non-qualified deferred compensation or if Executive fails to elect an order, then the Payments to be reduced will be determined in a manner which has the least economic cost to Executive and, to the extent the economic cost is equivalent, will be reduced in the inverse order of when payment would have been made to Executive, until the reduction is achieved. For purposes of the calculations described above, it shall be assumed that Executive’s tax rate will be the maximum marginal federal and applicable state income tax rate on earned income (taking into account the deductibility of any state taxes for purposes of calculating any federal taxes). 6.11.2 All determinations required to be made under this Section 6.11 (beach, a “Determination”) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable the accounting firm which is the Company’s accounting firm prior to a “change of control” (within the meaning of Section 280G of the Code); provided, that, if selected by Executive, another nationally recognized accounting firm designated by the Executive and reasonably acceptable shall be used for such Determinations, subject to Employer the approval of the Board (or a committee thereof) which approval shall not be unreasonably withheld (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”)calculations, together with detailed supporting calculations documentation, both to the Company and documentation to Employer Executive before the applicable change of control (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive (in either case provided that the Company or Executive believes in good faith that any of the Payments may be subject to the Excise Tax). Within ten (10) calendar days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). The existence of any Dispute shall not in any way affect Executive’s right to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Accounting Firm shall be final, binding and conclusive upon the Company and Executive, subject to the application of Section 6.11.3. To the extent requested by Executive, the Company shall cooperate with the Executive in good faith in valuing, and the Accounting Firm shall take into account the value of, services to be provided by Executive (including Executive agreeing to refrain from performing services pursuant to a covenant not to compete) before, on or after the date of the transaction which causes the application of Section 280G of the Code such that payments in respect of such services may be considered to be “reasonable compensation” within the meaning of Q&A-9 and Q&A-40 to Q&A-44 of the final regulations under Section 280G of the Code and/or exempt from the definition of the term “parachute payment” within the meaning of Q&A-2(a) of such final regulations in accordance with Q&A-5(a) of such final regulations. 6.11.3 As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments either will have been made or will not have been made by the Company, in either case in a manner inconsistent with the limitations provided in Section 6.11.1 (an “Excess Payment” or “Underpayment”, respectively). If it is established pursuant to (a) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired, or (b) an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at one hundred twenty percent (120%) of the applicable federal rate (as defined in Section 1274(d) of the Code) compounded semi-annually from the date of Executive’s receipt of such Excess Payment until the date of such repayment. If it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to Executive’s satisfaction of the Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to Executive within ten (10) calendar days of such determination or resolution, together with interest on such amount at one hundred twenty percent (120%) of the applicable federal rate compounded semi-annually from the date such amount should have been paid to Executive pursuant to the terms of this Agreement or otherwise, but for the operation of this Section 6.11.3, until the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executivepayment.

Excise Tax Limitation. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, to the extent that if the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so Limited Payment Amount of the greater of (i) the largest amount of Payments that would result in no Payment portion of the Payments being subject to be made the Excise Tax, or benefit (ii) the largest amount of Payments, up to be provided to Executive shall and including the total Payments, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in the Executive’s receipt, on an after-tax basis, of the greater amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax (such reduced amount Tax. The intent of the foregoing provision is hereinafter referred to as reduce the “Limited Payment Amount”)Payments only in the event and to the extent that doing so will maximize the net present value of the Payments, on an after-tax basis, to be received by the Executive. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate any reduction in Payments, the foregoing, Employer Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the five largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten (10) business days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided that the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, Payments it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company's independent accounting firm as of the date of the Change in Control (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm Form determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 5(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (aI) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)amended, the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are is not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s 's rights and entitlements to any benefits or compensation. (bII) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.detailed

Excise Tax Limitation. (a) A. Notwithstanding anything contained in this Agreement (or in any other agreement between Executive and the Company or any subsidiary or affiliate) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under any other Employer plan or agreement of the Company or any subsidiary or affiliate (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than the Executive would have retained had the Executive been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer The Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the “Determination” (as hereinafter defined). Any notice given by Executive pursuant ) is delivered to the preceding sentence shall take precedence over Company and the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) B. The determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount (the “Determination”) shall be made, made at Employerthe Company’s expense, expense by a reputable an accounting firm selected by Executive the Company and reasonably acceptable to Employer the Executive which is designated as one of the five (5) largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”)Determination in writing, together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within on or prior to the date of termination of the Executive’s employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the date delivery of termination, if applicable, or such other time as specified by mutual agreement of Employer and the Determination to the Executive, and if the Accounting Firm determines that Executive shall have the right to dispute the Determination (the “Dispute”) in writing setting forth the precise basis of the dispute. If there is no Excise Tax is payable by Executive with respect to Dispute, the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive. C. Any Excise Tax payable hereunder shall be paid by the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, Executive under any other Employer plan or agreement to be received by Employee (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Employee either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Employee on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer The Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Employee otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive Employee within ten twenty (1020) days of the date Date of terminationTermination, if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Employee (provided Employee reasonably believes that Employee will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive Employee with respect to the a Payment or Payments, it shall furnish Executive Employee with an opinion reasonably acceptable to Executive Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Employee, Employee shall have the right to dispute the Determination (“Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and ExecutiveEmployee. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Employee either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section 5(a). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (“IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Employee made on the date Employee received the Excess Payment and Employee shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Employee) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Employee’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Employee’s satisfaction of a Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Employee within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Employee until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement or an employment or other agreement between such Employee and the Company or Subsidiary to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit ofof the Employee by the Company, Executive under any other Employer plan affiliate of the Company, any person who acquires ownership or agreement effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code, and the regulations thereunder), or any affiliate of such payments person, whether paid or benefits are collectively referred payable or distributed or distributable pursuant to as the terms of this Agreement or otherwise (the “Total Payments”) would is or will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Employee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executivethe Employee’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 6.12(a) and the amount of such Limited Payment Amount reduction shall be made, made at Employerthe Company’s expense, expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer the Company and Executive the Employee within ten (10) days of the date Termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Employment date. If the Accounting Firm determines that no Excise Tax is payable by Executive the Employee with respect to the Total Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee. If the Accounting Firm determines that an Excise Tax would be payable, the Employee shall have the right to accept the Determination of the Accounting Firm as to the extent of the reduction, if any, pursuant to Section 6.12(a), or to have such Determination reviewed by an accounting firm selected by the Employee, at the expense of the Company, in which case the determination of such second accounting firm shall be binding, final and conclusive upon the Company and Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) . The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable accounting firm selected by the Executive and reasonably acceptable to Employer the Company (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten (10) days after the end of the date of terminationTerm hereof, if applicable, or such other time as specified by mutual agreement of Employer the Company and the Executive, and if . If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) 9.1. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan, the Trustmark Corporation 2005 Stock and Incentive Compensation Plan or any other Employer plan or agreement of the Company (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless In the event the Executive shall have given prior written notice specifying a different order first becomes entitled to Employer to effectuate Payments in 2008 which require reduction or elimination, the foregoing, Employer Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the "Determination" (as hereinafter defined). Any notice given by Executive pursuant ) is delivered to the preceding sentence Company and the Executive. In the event the Executive first becomes entitled to Payments after 2008 which require reduction or elimination, the Company shall take precedence over reduce the provisions of any other planPayments by first reducing or eliminating cash payments and then by reducing or eliminating payments or benefits which are not payable in cash, arrangement in each case in reverse order beginning with payments or agreement governing benefits which are to be paid the farthest in time from the date the Determination is delivered to the Company and the Executive’s rights and entitlements to any benefits or compensation. (b) 9.2. The determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount (the "Determination") shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive the Company and reasonably acceptable to Employer the Executive which is designated as one of the five (5) largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)Determination in writing, together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within on or prior to the date of termination of the Executive's employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the date delivery of termination, if applicable, or such other time as specified by mutual agreement of Employer and the Determination to the Executive, and if the Accounting Firm determines that Executive shall have the right to dispute the Determination (the "Dispute") in writing setting forth the precise basis of the dispute. If there is no Excise Tax is payable by Executive with respect to Dispute, the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive. 9.3. Any Excise Tax payable hereunder shall be paid by the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that any or all of the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under this Agreement or any other Employer plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") in connection with, or arising out of, her employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets would be subject to the imposition of excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to such reduction would result in the Executive shall be subject to retaining a larger amount, on an after tax basis (taking into account federal, state and local income taxes and the imposition of the Excise Tax Tax), than if the Executive received all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoinglimitations described in the preceding sentence, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall All determinations required to be reduced to the Limited Payment Amount pursuant to made under this Agreement and the amount of such Limited Payment Amount Section 6 shall be made, at Employer’s the Company's expense, by a reputable nationally recognized accounting firm selected designated by Executive and reasonably acceptable to Employer the Company (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.than

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer The Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section 5( a). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten (10) days of the date of terminationTermination Date, if applicable, or at such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contraryevent that any payment, to benefit or distribution (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)), to the Employee or for the Employee’s benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Employee’s employment with the Company or a Change of Control (a “Payment” or “Payments”) would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive the Employee shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “Limited Payment Amount”). Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executivethe Employee’s rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employerthe Company’s expense, by a reputable the accounting firm selected that is the Company’s independent accounting firm as of the date of the Change of Control or, if such firm is prohibited from performing such services by Executive and reasonably acceptable to Employer applicable law, then such accounting firm as the Board or the Audit Committee thereof, shall approve (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Company and Executive the Employee within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Employee (provided the Employee reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive the Employee with respect to the a Payment or Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee subject to the application of Section 5(c) hereof. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Employee either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitations contained in Section 5(a) hereof. If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan, to the extent permitted by applicable law, to the Employee made on the date the Employee received the Excess Payment and the Employee shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Employee) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of the Employee’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Employee’s satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Employee within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Employee until the date of payment.

Excise Tax Limitation. (ai) Notwithstanding anything contained any other provisions in this Agreement Agreement, in the event that any payment or benefit received or to be received by Executive (including any payment or benefit received in connection with a change in control of Company or the termination of Executive’s employment, whether pursuant to the contraryterms of this Agreement or any other plan, to the extent that the program, arrangement or agreement) (all such payments and benefits provided under this Agreement and benefits provided tobenefits, or for the benefit oftogether, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Total Payments”) would be subject (in whole or part), to the any excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or any successor provision thereto (the “Excise Tax”), then, after taking into account any reduction in the Total Payments provided by reason of Section 280G of the Code in such other plan, program, arrangement or agreement, the Company shall be reduced (but not below zero) if and reduce the Total Payments to the extent necessary so that no Payment portion of the Total Payments is subject to the Excise Tax (but in no event to less than zero); provided, however, that the Total Payments shall only be reduced if (A) the net amount of such Total Payments, as so reduced (and after subtracting the net amount of federal, state, municipal and local income and employment taxes on such reduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such reduced Total Payments), is greater than or equal to (B) the net amount of such Total Payments without such reduction (but after subtracting the net amount of federal, state, municipal and local income and employment taxes on such Total Payments and the amount of Excise Tax to which Executive would be subject in respect of such unreduced Total Payments and after taking into account the phase out of itemized deductions and personal exemptions attributable to such unreduced Total Payments). (ii) In the case of a reduction in the Total Payments, the Total Payments shall be reduced in the following order: (A) payments that are payable in cash that are valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a) shall be reduced (if necessary, to zero), with amounts that are payable last reduced first; (B) payments and benefits due in respect of any equity valued at full value under Treasury Regulation Section 1.280G-1, Q&A 24(a), with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall next be reduced; (C) payments that are payable in cash that are valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with amounts that are payable last reduced first, shall next be reduced; (D) payments and benefits due in respect of any equity valued at less than full value under Treasury Regulation Section 1.280G-1, Q&A 24, with the highest values reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24) shall next be reduced; and (E) all other non-cash benefits not otherwise described in clauses (B) or (D) shall be next reduced pro-rata. Any reductions made pursuant to each of clauses (A)-(E) above shall be made or benefit in the following manner: first, a pro-rata reduction of cash payment and payments and benefits due in respect of any equity not subject to be provided Section 409A, and second, a pro-rata reduction of cash payments and payments and benefits due in respect of any equity subject to Executive Section 409A as deferred compensation. (iii) For purposes of determining whether and the extent to which the Total Payments shall be subject to the Excise Tax Tax: (such reduced amount is hereinafter referred to as A) no portion of the “Limited Payment Amount”). Unless Total Payments the receipt or enjoyment of which Executive shall have given prior written notice specifying waived at such time and in such manner as not to constitute a different order to Employer to effectuate “payment” within the foregoing, Employer meaning of Section 280G(b) of the Code shall reduce or eliminate the Payments, by first reducing or eliminating the be taken into account; (B) no portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to taken into account which, in the Limited Payment Amount pursuant to this Agreement and the amount opinion of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer tax counsel (the “Accounting FirmTax Counsel”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the change of control, Company’s independent auditor (the “Auditor”), does not constitute a “parachute payment” within the meaning of Section 280G(b)(2) of the Code (including by reason of Section 280G(b)(4)(A) of the Code) and, in calculating the Excise Tax, no portion of such Total Payments shall be taken into account which, in the opinion of Tax Counsel, constitutes reasonable compensation for services actually rendered, within the meaning of Section 280G(b)(4)(B) of the Code, in excess of the “base amount” (as set forth in Section 280G(b)(3) of the Code) that no Excise is allocable to such reasonable compensation; and (C) the value of any non-cash benefit or any deferred payment or benefit included in the Total Payments shall be determined by the Auditor in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. (iv) At the time that payments are made under this Agreement, Company shall provide Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations, including any opinions or other advice Company received from Tax will be imposed with respect to Counsel, the Auditor, or other advisors or consultants (and any such Paymentsopinions or advice which are in writing shall be attached to the statement). If Executive objects to Company’s calculations, Company shall pay to Executive such portion of the Total Payments (up to 100% thereof) as Executive determines is necessary to result in the proper application of this Section 10(e). All determinations required by this Section 10(e) (or requested by either Executive or Company in connection with this Section 10(e)) shall be at the expense of Company. The Determination fact that Executive’s right to payments or benefits may be reduced by reason of the limitations contained in this Section 10(e) shall be binding, final and conclusive upon Employer and not of itself limit or otherwise affect any of Executive’s other rights under this Agreement.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution or acceleration of vesting to or for the benefit ofof the Optionee by the Company (within the meaning of Section 280G of the Code and the regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (such payments or benefits are collectively referred to as the “"Total Payments”) would ), is or will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Optionee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Optionee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Optionee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Optionee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to as provided in Section 12.2 (a) of the Limited Payment Amount pursuant to this Agreement Plan and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Optionee from among the six largest accounting firms in the United States or at the Optionee’s expense by an attorney selected by the Optionee. Such accounting firm or attorney (the “Accounting FirmDetermining Party”). The Accounting Firm ) shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive the Optionee within ten (10) days of the date termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Optionee’s employment. If the Accounting Firm Determining Party determines that no Excise Tax is payable by Executive the Optionee with respect to the Total Payments, it shall furnish Executive the Optionee with an opinion reasonably acceptable to Executive the Optionee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Optionee. If the Determining Party determines that an Excise Tax would be payable, the Company shall have the right to accept the Determination of the Determining Party as to the extent of the reduction, if any, pursuant to Section 12.2 (a) of the Plan, or to have such Determination reviewed by an accounting firm selected by the Company, at the Company’s expense. If the Company’s accounting firm and the Determining Party do not agree, a third accounting firm shall be jointly chosen by the Determining Party and the Company, in which case the determination of such third accounting firm shall be binding, final and conclusive upon the Company and the Optionee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 28OG(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments" would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company's independent accounting firm as of the date of the Change in Control (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(c) below (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 5(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) 4.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) 4.2 The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten (10) days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement or an employment or other agreement between such Employee and the Company or Subsidiary to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit ofof the Employee by the Company, Executive under any other Employer plan affiliate of the Company, any person who acquires ownership or agreement effective control of the Company or ownership of a substantial portion of the Company's assets (within the meaning of Section 280G of the Code, and the regulations thereunder), or any affiliate of such payments person, whether paid or benefits are collectively referred payable or distributed or distributable pursuant to as the “terms of this Agreement or otherwise (the "Total Payments”") would is or will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Employee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Employee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 6.12(a) and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive the Employee within ten (10) days of the date Termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Employment date. If the Accounting Firm determines that no Excise Tax is payable by Executive the Employee with respect to the Total Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee. If the Accounting Firm determines that an Excise Tax would be payable, the Employee shall have the right to accept the Determination of the Accounting Firm as to the extent of the reduction, if any, pursuant to Section 6.12(a), or to have such Determination reviewed by an accounting firm selected by the Employee, at the expense of the Company, in which case the determination of such second accounting firm shall be binding, final and conclusive upon the Company and Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 2800 of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer the Corporation to effectuate any reduction contemplated by the foregoingpreceding sentence, Employer the Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 2800 of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section Sea). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (l0) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise -------- ------ Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as --- amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive ---------------------- shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide --------------- its determination (the “"Determination”"), together with detailed supporting ------------- calculations and documentation to Employer the Company and the Executive within ten (10) days of the date of termination, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, it shall furnish the Executive and the Company with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Second Amended Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to Executive or for Executive’s benefit paid or payable pursuant to the extent that the payments and benefits provided under terms of this Second Amended Agreement and benefits provided toor otherwise in connection with, or for the benefit arising out of, Executive under any other Employer plan Executive’s employment with the Company on a change of control within the meaning of Section 280G of the Code (a “Payment” or agreement (such payments or benefits are collectively referred to as the “Payments”) ), would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced (but not below zero) if and but only to the extent necessary so that no Payment to be made or benefit to be provided to Executive portion thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code (such reduced amount is hereinafter referred to as the “Limited Payment AmountSection 4999 Limit”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer The Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the those Payments which that are not payable in cash and then by reducing or eliminating cash paymentsPayments, in each case in reverse order beginning with payments or benefits which Payments that are to be paid the farthest in time from the Determination (as hereinafter defineddefined in Section 6.3(b)). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall All determinations required to be reduced to the Limited Payment Amount pursuant to made under this Agreement and the amount of such Limited Payment Amount Section 6.5 (each, a “Determination”) shall be made, at Employerthe Company’s expense, by a reputable the accounting firm selected that is the Company’s accounting firm prior to a “change of control” (within the meaning of Section 280G of the Code) or another nationally recognized accounting firm designated by Executive and reasonably acceptable the Board (or a committee thereof) prior to Employer the change of control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”)calculations, together with detailed supporting calculations documentation, both to the Company and documentation to Employer Executive before payment of Executive’s severance payment under Section 6 (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive (in either case provided that the Company or Executive believes in good faith that any of the Payments may be subject to the Excise Tax). Within ten (10) calendar days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination. The existence of any dispute shall not in any way affect Executive’s right to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Accounting Firm shall be final, binding and conclusive upon the Company and Executive, subject to the application of Section 6.3(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments either will have been made or will not have been made by the Company, in either case in a manner inconsistent with the limitations provided in Section 6.3(a) (an “Excess Payment” or “Underpayment”, respectively). If it is established pursuant to (i) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at one hundred twenty percent (120%) of the applicable federal rate compounded semi-annually from the date of Executive’s receipt of such Excess Payment until the date of such repayment. If it is determined (i) by the Accounting Firm, the Company or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to Executive’s satisfaction of the dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to Executive within ten (10) calendar days of such determination or resolution, together with interest on such amount at one hundred twenty percent (120%) of the applicable federal rate compounded semi-annually from the date such amount should have been paid to Executive pursuant to the terms of this Second Amended Agreement or otherwise, but for the operation of this Section 6.3(c), until the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executivepayment.

Excise Tax Limitation. (a) Notwithstanding anything contained Anything in this Agreement Exhibit to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit ofof the Employee (whether payable or distributable pursuant to the terms of this Exhibit or otherwise) (a "Payment") would, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would if paid, be subject to the excise tax (the “"Excise Tax”") imposed under by Section 4999 of the Internal Revenue Code of 1986Code, as amended (the “Code”), then the Payments shall be modified or reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to of avoid the imposition of the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive Such reduction shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time come from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions cash Payment or Payments that are due earliest following termination of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationemployment. (b) The determination of All determinations required to be made under this Section 4, including whether an Excise Tax would otherwise be imposed and the Payments assumptions to be utilized in arriving at such determination, shall be reduced made by Ernst & Young LLP or such other certified public accounting firm as may be designated by the Board (the "Accounting Firm") which shall provide detailed supporting calculations both to the Limited Payment Amount pursuant to this Agreement Company and the amount Employee within 15 business days of the receipt of Notice of Termination from the Employee (not subject to contest), or such Limited Payment Amount earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Board may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be madeborne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, at Employer’s expenseit is possible that Payments hereunder will have been unnecessarily limited by this Section 4 ("Underpayment"), by a reputable accounting firm selected by Executive and reasonably acceptable consistent with the calculations required to Employer (the “Accounting Firm”)be made hereunder. The Accounting Firm shall provide its determination (determine the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days amount of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and ExecutiveUnderpayment that has occurred, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination Underpayment shall be binding, final and conclusive upon Employer and Executivepromptly paid by the Company to or for the benefit of the Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer the Corporation to effectuate any reduction contemplated by the foregoingpreceding sentence, Employer the Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm Xxxx shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section 5(a). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained It is the intention of the Parties that no portion of any payment under this Agreement, or payments to or for the benefit of Executive under any other agreement or plan, be deemed to be an Excess Parachute Payment. The present value of payments to or for the benefit of Executive in the nature of compensation, receipt of which is contingent on a Change in Control, and to which Code Section 280G applies (in the aggregate “Total Payments”) shall not exceed an amount equal to one dollar ($1.00) less than the maximum amount that the Company may pay without loss of deduction under Code Section 280G(a). Present value for purposes of this Agreement shall be calculated in accordance with Code Section 280G(d)(4). Within one hundred twenty (120) days following the earlier of (i) the giving of the notice of termination or (ii) the giving of notice by the Company to Executive of its belief that there is a payment or benefit due Executive that will result in an Excess Parachute Payment, the Parties, at the Company’s expense, shall obtain the opinion of an Independent Advisor, which opinion need not be unqualified, which sets forth (A) Executive’s applicable “base amount” (as defined under Code Section 280G), (B) the present value of Total Payments and (C) the amount and present value of any Excess Parachute Payments. In the event that such opinion determines that there would be an Excess Parachute Payment, the payment hereunder or any other payment determined by such Independent Advisor to be includable in Total Payments shall be modified, reduced or eliminated, in accordance with Code Section 409A, as specified by Executive in writing delivered to the contraryCompany within ninety (90) days of Executive’s receipt of such opinions or, if Executive fails to so notify the extent Company, then as the Company shall reasonably determine, so that under the payments bases of calculation set forth in such opinions there will be no Excess Parachute Payment. The provisions of this Section 5, including the calculations, notices and opinion provided for herein, shall be based upon the conclusive presumption that (A) the compensation and benefits provided for under this Agreement and benefits provided to, or for the benefit of, Executive under (B) any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given compensation earned by Executive pursuant to the preceding sentence shall take precedence over Company’s compensation programs that would have been paid in any event, are reasonable compensation for services rendered, even though the provisions timing of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationsuch payment may be triggered by a Change in Control. (b) The Parties hereby recognize that the restrictive covenants under Section 6 have value that is equivalent in amount to some or all of the Severance Amount (and potentially other termination benefits) and that such value shall be recognized in the Code Section 280G calculations contemplated hereunder. The Independent Advisor shall make the determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days actual fair market value of the date restrictive covenants under Section 6 at the time of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and ExecutiveChange in Control.

Excise Tax Limitation. (a) 9.1. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan or any other Employer plan or agreement of the Company (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice to the Company specifying a different order to Employer to effectuate the foregoingreduction, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the "Determination" (as hereinafter defined)) is delivered to the Company and the Executive. Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) 9.2. The determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount (the "Determination") shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive the Company and reasonably acceptable to Employer the Executive which is designated as one of the five (5) largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)Determination in writing, together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within on or prior to the date of termination of the Executive's employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the date delivery of termination, if applicable, or such other time as specified by mutual agreement of Employer and the Determination to the Executive, and if the Accounting Firm determines that Executive shall have the right to dispute the Determination (the "Dispute") in writing setting forth the precise basis of the dispute. If there is no Excise Tax is payable by Executive with respect to Dispute, the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained Except as provided in this Agreement to the contrarySection 5.7 (c), to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution, or acceleration of vesting to or for the benefit ofof the Executive by Charter (within the meaning of Section 280G of the Code and regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement, the Incentive Stock Plan, the Cash Award Plan, or otherwise (such payments the "Total Payments") is or benefits are collectively referred to as the “Payments”) would will be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”"Excise Tax"), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Total Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Executive received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless the Executive shall have given prior written notice specifying a different order to Employer Charter to effectuate the foregoing, Employer Charter shall reduce or eliminate the Payments, Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 5.7 (a), and the amount of such Limited Payment Amount reduction, shall be made, made at Employer’s expense, Charter's expense by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer from among the six largest accounting firms in the United States or at the Executive's expense by an attorney selected by the Executive. Such accounting firm or attorney (the “Accounting Firm”). The Accounting Firm "Determining Party") shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer Charter and the Executive within ten (10) days of the date termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if 's employment. If the Accounting Firm Determining Party determines that no Excise Tax is payable by the Executive with respect to the Total Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer Charter and the Executive. If the Determining Party determines that an Excise Tax would be payable, Charter shall have the right to accept the Determination of the Determining Party as to the extent of the reduction, if any, pursuant to Section 5.7 (a), or to have such Determination reviewed by an accounting firm selected by Charter, at Charter's expense. If Charter's accounting firm and the Determining Party do not agree, a third accounting firm shall be jointly chosen by the Determining Party and Charter, in which case the determination of such third accounting firm shall be binding, final and conclusive upon Charter and the Executive. (c) Notwithstanding the foregoing Sections 5.7 (a) and (b), if, after the date hereof, Charter shall agree to pay or reimburse an employee other than the CEO for any Excise Taxes that may be applied to payments to such employee under Sections 280G or 4999 of the Code, such reimbursement (or “gross-up”) shall also be paid by Charter or reimbursed by Charter to Executive so that Executive receives the full benefit of all payments specified hereunder without regard to such Excise Tax and without reducing the Total Payments to Executive.

Excise Tax Limitation. (a) 5.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit of, of the Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”"Severance Benefit") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments Severance Benefit shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Severance Benefit would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Executive received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Severance Benefit. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the PaymentsSeverance Benefit, by first reducing or eliminating the portion of the Payments Severance Benefit which are is not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) 5.2 The initial determination of whether the Payments Severance Benefit shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 5.1 and the amount of such Limited Payment Amount reduction shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Termination Date. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Paymentsa Severance Benefit, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Severance Benefit, and such Determination shall be binding, final and conclusive upon Employer the Company and the Executive. If the Accounting Firm determines that an Excise Tax would be payable, the Executive shall have the right to accept the Determination of the Accounting Firm to the extent of the reduction, if any, pursuant to Section 5.1, or to have such Determination reviewed by an accounting firm selected by the Executive, at the expense of the Company, in which case the determination of such second accounting firm shall be binding, final and conclusive upon the Company and Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or of benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Executive. pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits benefts or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company's independent accounting firm as of the date of the Change in Control (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 5(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit ofof the Employee (whether payable or distributable pursuant to the terms of this Agreement or otherwise) (a "Payment") would, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would if paid, be subject to the excise tax (the “"Excise Tax”") imposed under by Section 4999 of the Internal Revenue Code of 1986, as amended 1986 (the “"Code”"), then the Payments Payment shall be reduced (but not below zero) if and to the extent necessary so that no Payment of avoid the imposition of the Excise Tax. The Employee may select the Payments to be made limited or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationreduced. (b) The determination of All determinations required to be made under this Section 4, including whether an Excise Tax would otherwise be imposed and the Payments assumptions to be utilized in arriving at such determination, shall be reduced made by Ernst & Young LLP or such other certified public accounting firm as may be designated by the Employee (the "Accounting Firm") which shall provide detailed supporting calculations both to the Limited Payment Amount pursuant to this Agreement Company and the amount Employee within 15 business days of the receipt of Notice of Termination from the Employee, or such Limited Payment Amount earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Employee may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be madeborne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, at Employer’s expenseit is possible that Payments hereunder will have been unnecessarily limited by this Section 4 ("Underpayment"), by a reputable accounting firm selected by Executive and reasonably acceptable consistent with the calculations required to Employer (the “Accounting Firm”)be made hereunder. The Accounting Firm shall provide its determination (determine the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days amount of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer Underpayment that has occurred and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination Underpayment shall be binding, final and conclusive upon Employer and Executivepromptly paid by the Company to or for the benefit of the Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 2800 of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer the Corporation to effectuate any reduction contemplated by the foregoingpreceding sentence, Employer the Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 2800 of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section 5(a). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company's independent accounting firm as of the date of the Change in Control (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 4(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 4(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service ("IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) 5.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) 5.2 The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.the

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to if upon or following a Change in Control, the extent that tax imposed by Section 4999 of the payments and benefits provided under this Agreement and benefits provided to, Code or for the benefit of, Executive under any other Employer plan similar or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise successor tax (the “Excise Tax”) imposed under Section 4999 applies, solely because of the Internal Revenue Code Change in Control, to any payments, benefits and/or amounts received by the Executive as Severance Benefits or otherwise, including, without limitation, any fees, costs and expenses paid under Article 9 of 1986this Agreement and/or any amounts received or deemed received, within the meaning of any provision of the Code, by the Executive as amended a result of (and not by way of limitation) any automatic vesting, lapse of restrictions and/or accelerated target or performance achievement provisions, or otherwise, applicable to outstanding grants or awards to the Executive under any of the Company’s incentive plans, including without limitation, the 2001 Long-Term Incentive Stock Plan and the 1993 Long Term Incentive Stock Plan (collectively, the “CodeTotal Payments”), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment the maximum amount of the Total Payments (after reduction) shall be one dollar ($1.00) less than the amount which would cause the Total Payments to be made or benefit to be provided to Executive shall be subject to the Excise Tax (Tax; provided that such reduced amount reduction to the Total Payments shall be made only if the total after-tax benefit to the Executive is hereinafter referred greater after giving effect to as such reduction than if no such reduction had been made. If such a reduction is required, the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer Company shall reduce or eliminate the Payments, Total Payments by first reducing or eliminating the portion of the Payments which are not payable in any cash and severance benefits, then by reducing or eliminating cash paymentsany accelerated vesting of stock options, then by reducing or eliminating any accelerated vesting of other equity awards, then by reducing or eliminating any other remaining Total Payments, in each case in reverse order beginning with the payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined)Change in Control. Any notice given by Executive pursuant to the The preceding sentence provisions of this Article 6 shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contrary, to event that any payment or benefit (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Executive or for the Executive's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Executive's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Company's independent accounting firm as of the date of the Change in Control (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 5(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, any payment or distribution of any type to or for the benefit ofof the Executive by the Company, Executive under any other Employer plan affiliate of the Company, any person who acquires ownership or agreement effective control of the Company or ownership of a substantial portion of the Company’s assets (within the meaning of Section 280G of the Code, and the regulations thereunder), or any affiliate of such payments person, whether paid or benefits are collectively referred payable or distributed or distributable pursuant to as the terms of this Agreement or otherwise (the “Total Payments”) would is or will be subject to the excise tax imposed under Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Total Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account Executive’s applicable federal, state and local income taxes and the Excise Tax (Tax), than if the Executive received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, Total Payments by first reducing or eliminating compensation or benefits that are treated as being entirely subject to the Excise Tax, starting with the portion of the Payments thereof which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are is to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Total Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement as provided in Section 7(a) and the amount of such Limited Payment Amount reduction shall be made, made at Employerthe Company’s expense, expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the four (4) largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten (10) days of the date of terminationTermination Date. Absent manifest error, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, to the extent that if the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so Limited Payment Amount of the greater of (i) the largest amount of Payments that would result in no Payment portion of the Payments being subject to be made the Excise Tax, or benefit (ii) the largest amount of Payments, up to be provided to Executive shall and including the total Payments, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in the Executive’s receipt, on an after-tax basis, of the greater amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax (such reduced amount Tax. The intent of the foregoing provision is hereinafter referred to as reduce the “Limited Payment Amount”)Payments only in the event and to the extent that doing so will maximize the net present value of the Payments, on an after-tax basis, to be received by the Executive. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate any reduction in Payments, the foregoing, Employer Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the five largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten (10) business days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided that the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, Payments it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained Anything in this Agreement to the contrarycontrary notwithstanding, in the event that any amount or benefit paid or distributed to the extent that Employee pursuant to this Agreement, taken together with any amounts or benefits otherwise paid or distributed to the payments and benefits provided under this Agreement and benefits provided to, Employee by the Company or for the benefit of, Executive any Affiliate under any other Employer plan plan, agreement, or agreement arrangement that would be taken into account for purposes of determining if an “excess parachute payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended, has been made (such payments or benefits are collectively referred to as collectively, the “Covered Payments”) ), would be subject to the excise tax (the an “Excise Tax”) imposed under excess parachute payment” as defined in Section 4999 280G of the Internal Revenue Code of 1986, as amended (the “Code) , and would thereby subject the Employee to the tax (the, “Excise Tax”) imposed under Section 4999 of the Code (or any similar tax that may hereafter be imposed), the Company shall pay to the Employee an additional amount (the “Tax Reimbursement Payment”) such that the net amount retained by the Employee with respect to such Covered Payments, after deduction of any Excise Tax on the Covered Payments and Excise Tax on the Tax Reimbursement Payment provided for by this Section 4(a), shall be equal to the aggregate value of the Covered Payments; provided, however, that if the aggregate value of all Covered Payments exceeds the maximum amount which can be paid to the Employee without the Employee incurring an Excise Tax (the “Cap Amount”) by less than ten per cent (10%) of the Cap Amount, the amounts payable to the Employee under this Section shall be reduced (but not below zero) if and to the extent necessary so that no Payment to maximum amount which may be made or benefit to be provided to Executive shall be paid hereunder without the Employee becoming subject to the such an Excise Tax as a result of all Covered Payments (such reduced amount is hereinafter payments to be referred to as the “Limited Payment AmountCap”). Unless Executive In the event that Employee receives reduced payments and benefits hereunder, the Employee shall have given prior written notice specifying a different order the right to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion designate which of the Payments which are not payable payments and benefits otherwise provided for in cash and then by reducing or eliminating cash payments, this Agreement that he/she will receive in each case in reverse order beginning connection with payments or benefits which are to be paid the farthest in time from application of the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationPayment Cap. (b) The determination of All determinations required to be made under this Section 4, including whether an Excise Tax would otherwise be imposed and the Payments assumptions to be utilized in arriving at such determination, shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, made by a reputable nationally recognized accounting firm selected as designated by Executive and reasonably acceptable to Employer the Board (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the receipt of Notice of Termination from the Employee, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Board may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4 (“Underpayment”), consistent with the calculations required to be made hereunder. The Accounting Firm shall provide its determination (determine the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days amount of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and ExecutiveUnderpayment that has occurred, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination Underpayment shall be binding, final and conclusive upon Employer and Executivepromptly paid by the Company to or for the benefit of the Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Amended Agreement to the contrary, to in the extent event that any payment or benefit (within the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")) to Executive or for Executive's benefit paid or payable pursuant to the terms of this Amended Agreement or otherwise in connection with, or arising out of, Executive's employment with the Company on a change of control within the meaning of Section 280G of the Code (a "Payment" or "Payments"), would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), then the Payments shall be reduced (but not below zero) if and but only to the extent necessary so that no Payment to be made or benefit to be provided to Executive portion thereof shall be subject to the Excise Tax excise tax imposed by Section 4999 of the Code (such reduced amount is hereinafter referred to as the “Limited Payment Amount”"Section 4999 Limit"). Unless Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoinglimitations described in the preceding sentence, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the those Payments which that are not payable in cash and then by reducing or eliminating cash paymentsPayments, in each case in reverse order beginning with payments or benefits which Payments that are to be paid the farthest in time from the Determination (as hereinafter defineddefined in Section 6.3(b)). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall All determinations required to be reduced to the Limited Payment Amount pursuant to made under this Agreement and the amount of such Limited Payment Amount Section 6.5 (each, a "Determination") shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected that is the Company's accounting firm prior to a "change of control" (within the meaning of Section 280G of the Code) or another nationally recognized accounting firm designated by Executive and reasonably acceptable the Board (or a committee thereof) prior to Employer the change of control (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)calculations, together with detailed supporting calculations documentation, both to the Company and documentation to Employer Executive before payment of Executive's severance payment under Section 6 (if requested at that time by the Company or Executive) or such other time as requested by the Company or Executive (in either case provided that the Company or Executive believes in good faith that any of the Payments may be subject to the Excise Tax). Within ten (10) calendar days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination. The existence of any dispute shall not in any way affect Executive's right to receive the Payments in accordance with the Determination. If there is no Dispute, the Determination by the Accounting Firm shall be final, binding and conclusive upon the Company and Executive, subject to the application of Section 6.3(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments either will have been made or will not have been made by the Company, in either case in a manner inconsistent with the limitations provided in Section 6.3(a) (an "Excess Payment" or "Underpayment", respectively). If it is established pursuant to (i) a final determination of a court for which all appeals have been taken and finally resolved or the time for all appeals has expired or (ii) an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Company on demand, together with interest on the Excess Payment at one hundred twenty percent (120%) of the applicable federal rate compounded semi-annually from the date of Executive's receipt of such Excess Payment until the date of such repayment. If it is determined (i) by the Accounting Firm, the Company or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to Executive's satisfaction of the dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to Executive within ten (10) calendar days of such determination or resolution, together with interest on such amount at one hundred twenty percent (120%) of the applicable federal rate compounded semi-annually from the date such amount should have been paid to Executive pursuant to the terms of this Amended Agreement or otherwise, but for the operation of this Section 6.3(c), until the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executivepayment.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to in the extent event that the benefits provided by this Agreement, together with all other payments and the value of any benefits provided under this Agreement and benefits provided to, received or for the benefit of, to be received by Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) ), constitute “parachute payments” within the meaning of Section 280G of the Code, and, but for this Section 5, would be subject to the excise tax imposed by Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Payments shall be reduced made to Executive either (but not below zeroi) if and in full or (ii) as to such lesser amount as would result in no portion of the Payments being subject to the extent necessary so Excise Tax, whichever of the foregoing amounts, taking into account the applicable federal, state and local income taxes and the Excise Tax, results in the receipt by Executive on an after-tax basis, of the greatest amount of benefits, notwithstanding that no Payment to be made all or benefit to be provided to Executive shall some portion of the Payments may be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless Executive shall have given prior written notice specifying a different order to Employer the Corporation to effectuate any reduction contemplated by the foregoingpreceding sentence, Employer the Corporation shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The Unless the Corporation and Executive otherwise agree in writing, an initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount reduction shall be made, at Employerthe Corporation’s expense, by a reputable the accounting firm selected by Executive and reasonably acceptable to Employer that is the Corporation’s independent accounting firm as of the date of the Change in Control (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to Employer the Corporation and Executive within ten twenty (1020) days of the date Date of termination, Termination if applicable, or such other time as specified requested by mutual agreement of Employer and Executivethe Corporation or by Executive (provided Executive reasonably believes that Executive will receive Payments which may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive with respect to the a Payment or Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to Executive, Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Corporation and Executive. (c) As a result of the uncertainty in the application of Sections 4999 and 2800 of the Code, it is possible that the Payments to be made to, or provided for the benefit of, Executive either will be greater (an “Excess Payment”) or less (an “Underpayment”) than the amounts provided for by the limitation contained in Section 5(a). (i) If it is established pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to Executive made on the date Executive received the Excess Payment and Executive shall repay the Excess Payment to the Corporation on demand (but not less than ten (10) days after written notice is received by Executive) together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of Executive’s receipt of such Excess Payment until the date of such repayment. (ii) In the event that it is determined by (A) the Accounting Firm, the Corporation (which shall include the position taken by the Corporation, or together with its consolidated group, on its federal income tax return) or the IRS, (B) pursuant to a determination by a court, or (C) upon the resolution to Executive’s satisfaction of the Dispute that an Underpayment has occurred, the Corporation shall pay an amount equal to the Underpayment to Executive within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to Executive until the date of payment.

Excise Tax Limitation. (a) Notwithstanding anything contained Anything in this Agreement to the contrarycontrary notwithstanding, in the event it shall be determined that any benefit, payment or distribution by the Company to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan of the Employee (whether payable or agreement distributable pursuant to the terms of this Agreement or otherwise) (such payments or benefits are collectively referred to as the a “PaymentsPayment”) would would, if paid, be subject to the excise tax (the “Excise Tax”) imposed under by Section 4999 of the Internal Revenue Code of 1986, as amended 1986 (the “Code”), then the Payments shall be modified or reduced (but not below zero) if and to the extent necessary so that no Payment to avoid the imposition of the Excise Tax. The Employee may select the Payments to be made modified or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensationreduced. (b) The determination of All determinations required to be made under this Section 4, including whether an Excise Tax would otherwise be imposed and the Payments assumptions to be utilized in arriving at such determination, shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, made by a reputable nationally recognized accounting firm selected as designated by Executive and reasonably acceptable to Employer the Board (the “Accounting Firm”) which shall provide detailed supporting calculations both to the Company and the Employee within 15 business days of the receipt of Notice of Termination from the Employee, or such earlier time as is requested by the Company. In the event that the Accounting Firm is serving as accountant or auditor for the individual, entity or group effecting the Change in Control, the Board may appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Company. Any determination by the Accounting Firm shall be binding upon the Company and the Employee. As a result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination by the Accounting Firm hereunder, it is possible that Payments hereunder will have been unnecessarily limited by this Section 4 (“Underpayment”), consistent with the calculations required to be made hereunder. The Accounting Firm shall provide its determination (determine the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days amount of the date of termination, if applicable, or such other time as specified by mutual agreement of Employer and ExecutiveUnderpayment that has occurred, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination Underpayment shall be binding, final and conclusive upon Employer and Executivepromptly paid by the Company to or for the benefit of the Employee.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement ("Agreement Payments") and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Total Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Agreement Payments shall be reduced (but not below zero) or eliminated if and to the extent necessary so that no Agreement Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Tax. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Agreement Payments, by first reducing or eliminating the portion of the Agreement Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits Agreement Payments which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Agreement Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement or eliminated as provided in Section 6(a) above and the amount of such Limited Payment Amount reduction shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company which is one of the five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten fifteen (1015) business days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executive, the Total Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Total Agreement Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such the Total Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive. (c) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities as Excise Tax withholding the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s expense, by a reputable accounting firm selected by Executive and reasonably acceptable to Employer (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer and Executive within ten (10) days of the date of terminationTermination Date, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.

Excise Tax Limitation. (a) 10.1. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan or any other Employer plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”the"Code"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless the Executive shall have given prior written notice to the Company specifying a different order to Employer to effectuate the foregoingreduction, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined)date the "Determination" 10.2. Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) The determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount (the "Determination") shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive the Company and reasonably acceptable to Employer the Executive which is designated as one of the five (5) largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)Determination in writing, together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within on or prior to the date of termination of the Executive's employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the date delivery of termination, if applicable, or such other time as specified by mutual agreement of Employer and the Determination to the Executive, and if the Accounting Firm determines that Executive shall have the right to dispute the Determination (the "Dispute") in writing setting forth the precise basis of the dispute. If there is no Excise Tax is payable by Executive with respect to Dispute, the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “Payments”) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986l986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “Limited Payment Amount”). Unless The reduction provided for in the preceding sentence shall not apply, and Section 6 below shall apply, if the Payments, prior to any reduction in accordance with the preceding sentence, exceed one hundred and ten percent (110%) of the maximum amount which could be received without incurring the Excise Tax. (b) If a reduction is required pursuant to Section 5(a), unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from for the Determination (as hereinafter defined). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s rights and entitlements to any benefits or compensation. (bc) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement the Plan and the amount calculation of such Limited Payment Amount shall be made, made at Employerthe Company’s expense, expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company which is designated as one of the five largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), ) together with detailed supporting calculations and documentation to Employer the Company and the Executive within ten five (105) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax) and, and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the a Payment or Payments, it shall furnish to the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and the Executive subject to the application of Section 5(d) below. (d) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be inconsistent with the limitations provided in Section 5(a) (hereinafter referred to as an “Excess Payment” or “Underpayment” respectively). If it is established, pursuant to a final determination of a court or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Executive) together with interest on the Excess Payment at the applicable “federal short term rate” prescribed pursuant to Code section 1274(d)(1)(C)(i) (hereinafter the “Applicable Federal Rate”) from the date of the Executive’s receipt of such Excess Payment until the date of such repayment. In the event that it is determined (i) by the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Executive’s satisfaction of the Dispute, that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Executive within ten (10) days of such determination or resolution together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Executive until the date of payment.

Excise Tax Limitation. (ai) Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”)amended, the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to the Executive shall be subject to the Excise Tax (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoing, Employer the Company shall reduce or eliminate the Payments, by first reducing or eliminating the portion of the Payments which are is not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s 's rights and entitlements to any benefits or compensation. (bii) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to Employer the Company and Executive within ten (10) days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement Company or by Executive (provided Executive reasonably believes that any of Employer and Executive, the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by Executive with respect to the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer and Executive.no

Excise Tax Limitation. (a) Notwithstanding anything to the contrary contained in this Agreement to the contraryAgreement, to the extent that if the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, the Executive under any other Employer Company plan or agreement (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so Limited Payment Amount of the greater of (i) the largest amount of Payments that would result in no Payment portion of the Payments being subject to be made the Excise Tax, or benefit (ii) the largest amount of Payments, up to be provided to Executive shall and including the total Payments, after taking into account all applicable federal, state and local employment taxes, income taxes, and the Excise Tax (all computed at the highest applicable marginal rate), that results in the Executive's receipt, on an after-tax basis, of the greater amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax (such reduced amount Tax. The intent of the foregoing provision is hereinafter referred to as reduce the “Limited Payment Amount”)Payments only in the event and to the extent that doing so will maximize the net present value of the Payments, on an after-tax basis, to be received by the Executive. Unless the Executive shall have given prior written notice specifying a different order to Employer the Company to effectuate any reduction in Payments, the foregoing, Employer Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defineddefined below). Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing the Executive’s 's rights and entitlements to any benefits or compensation. (b) The determination of whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable an accounting firm selected by the Executive and reasonably acceptable to Employer which is one of the five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within ten (10) business days of the date of terminationTermination Date, if applicable, or such other time as specified requested by mutual agreement the Company or by the Executive (provided that the Executive reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to the Payments, Payments it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) Notwithstanding anything contained in this Agreement to Agreement, in the contraryevent that any payment, to benefit or distribution (within the extent that the payments and benefits provided under this Agreement and benefits provided to, or for the benefit of, Executive under any other Employer plan or agreement (such payments or benefits are collectively referred to as the “Payments”meaning of Section 280G(b)(2) would be subject to the excise tax (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”")), to the Employee or for the Employee's benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, the Employee's employment with the Company or a Change in Control (a "Payment" or "Payments") would be subject to the excise tax imposed by Section 4999 of the Code (the "Excise Tax"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive the Employee shall be subject to the Excise Tax (such reduced amount is Payments being hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive the Employee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingLimited Payment Amount, Employer the Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments cash payments and then by reducing those payments or benefits which are not payable in cash and then by reducing or eliminating cash paymentscash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Employee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executive’s the Employee's rights and entitlements to any benefits or compensation. (b) The An initial determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount shall be made, at Employer’s the Company's expense, by a reputable the accounting firm selected that is the Company's independent accounting firm as of the date of the Change in Control or, if such firm is prohibited from performing such services by Executive and reasonably acceptable to Employer applicable law, then such accounting firm as the Company's Board of Directors or the Audit Committee thereof, shall approve (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to Employer the Company and Executive the Employee within ten twenty (1020) days of the date of termination, Termination Date if applicable, or such other time as specified requested by mutual agreement the Company or by the Employee (provided the Employee reasonably believes that any of Employer and Executivethe Payments may be subject to the Excise Tax), and if the Accounting Firm determines that there is substantial authority MTI (within the meaning of Section 6662 of the Code) that no Excise Tax is payable by Executive the Employee with respect to the a Payment or Payments, it shall furnish Executive the Employee with an opinion reasonably acceptable to Executive the Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. The Within ten (10) days of the delivery of the Determination to the Employee, the Employee shall have the right to dispute the Determination (the "Dispute"). If there is no Dispute, the Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Employee subject to the application of Section 6(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that the Payments to be made to, or provided for the benefit of, the Employee either will be greater (an "Excess Payment") or less (an "Underpayment") than the amounts provided for by the limitations contained in Section 6(a). If it is established pursuant to a final determination of a court or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to be a loan, to the extent permitted by applicable law, to the Employee made on the date the Employee received the Excess Payment and the Employee shall repay the Excess Payment to the Company on demand (but not less than ten (10) days after written notice is received by the Employee) together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Employee's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) the Accounting Firm, the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ii) pursuant to a determination by a court, or (iii) upon the resolution to the Employee's satisfaction of the Dispute that an Underpayment has occurred, the Company shall pay an amount equal to the Underpayment to the Employee within ten (10) days of such determination or resolution, together with interest on such amount at the Applicable Federal Rate from the date such amount would have been paid to the Employee until the date of payment.

Excise Tax Limitation. (a) 9.1. Notwithstanding anything contained in this Agreement (or in any other agreement between the Executive and the Company) to the contrary, to the extent that the any payments and benefits provided under this Agreement and or payments or benefits provided to, or for the benefit of, the Executive under the Trustmark Corporation 1997 Long Term Incentive Plan or any other Employer plan or agreement of the Company (such payments or benefits are collectively referred to as the “"Payments”") would be subject to the excise tax (the “"Excise Tax”") imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “"Code”"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to a reduction in the Payments would result in the Executive shall be subject to retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax Tax), than he would have retained had he been entitled to receive all of the Payments (such reduced amount is hereinafter referred to as the “"Limited Payment Amount”"). Unless Executive shall have given prior written notice specifying a different order to Employer to effectuate the foregoing, Employer The Company shall reduce or eliminate the Payments, Payments by first reducing or eliminating the portion of the Payments those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination date the "Determination" (as hereinafter defined). Any notice given by Executive pursuant ) is delivered to the preceding sentence shall take precedence over Company and the provisions of any other plan, arrangement or agreement governing Executive’s rights and entitlements to any benefits or compensation. (b) 9.2. The determination of as to whether the Payments shall be reduced to the Limited Payment Amount pursuant to this Agreement and the amount of such Limited Payment Amount (the "Determination") shall be made, made at Employer’s expense, the Company's expense by a reputable an accounting firm selected by Executive the Company and reasonably acceptable to Employer the Executive which is designated as one of the five (5) largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “Determination”)Determination in writing, together with detailed supporting calculations and documentation documentation, to Employer the Company and the Executive within on or prior to the date of termination of the Executive's employment if applicable, or at such other time as requested by the Company or by the Executive. Within ten (10) days of the date delivery of termination, if applicable, or such other time as specified by mutual agreement of Employer and the Determination to the Executive, and if the Accounting Firm determines that Executive shall have the right to dispute the Determination (the "Dispute") in writing setting forth the precise basis of the dispute. If there is no Excise Tax is payable by Executive with respect to Dispute, the Payments, it shall furnish Executive with an opinion reasonably acceptable to Executive that no Excise Tax will be imposed with respect to any such Payments. The Determination shall be binding, final and conclusive upon Employer the Company and the Executive.

Excise Tax Limitation. (a) 13.1 Notwithstanding anything contained in this Agreement to the contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided toany payment, distribution or acceleration of vesting to or for the benefit ofof the Optionee by the Company (within the meaning of Section 280G of the Code and the regulations thereunder), Executive under any other Employer plan whether paid or agreement payable or distributed or distributable pursuant to the terms of this Agreement or otherwise (such payments or benefits are collectively referred to as the “Total Payments”) would is or will be subject to the excise tax imposed -7- under Section 4999 of the Code (the “Excise Tax”) imposed under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), then the Total Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or benefit to be provided to Executive shall be subject to a reduction in the Total Payments would result in the Optionee retaining a larger amount, on an after-tax basis (taking into account federal, state and local income taxes and the Excise Tax (Tax), than if the Optionee received the entire amount of such reduced amount is hereinafter referred to as the “Limited Payment Amount”)Total Payments. Unless Executive the Optionee shall have given prior written notice specifying a different order to Employer the Company to effectuate the foregoingforegoing in accordance with Code Section 409A, Employer the Company shall reduce or eliminate the Total Payments, by first reducing or eliminating the portion of the Total Payments which are not payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by Executive the Optionee pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing Executivethe Optionee’s rights and entitlements to any benefits or compensation. (b) 13.2 The determination of whether the Total Payments shall be reduced to as provided in Section 12.2(a) of the Limited Payment Amount pursuant to this Agreement Plan and the amount of such Limited Payment Amount reduction shall be made, made at Employerthe Company’s expense, expense by a reputable an accounting firm selected by Executive and reasonably acceptable to Employer the Company from among the four largest accounting firms in the United States or at the Company’s expense by an attorney selected by the Company. Such accounting firm or attorney (the “Accounting FirmDetermining Party”). The Accounting Firm ) shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Employer the Company and Executive the Optionee within ten thirty (1030) days of the date termination of termination, if applicable, or such other time as specified by mutual agreement of Employer and Executive, and if Optionee’s employment. If the Accounting Firm Determining Party determines that no Excise Tax is payable by Executive the Optionee with respect to the Total Payments, it shall furnish Executive the Optionee with an opinion reasonably acceptable to Executive the Optionee that no Excise Tax will be imposed with respect to any such Payments. The payments and, absent manifest error, such Determination shall be binding, final and conclusive upon Employer the Company and Executivethe Optionee. If the Determining Party determines that an Excise Tax would be payable, the Optionee shall have the right to accept the Determination of the Determining Party as to the extent of the reduction, if any, pursuant to Section 12.2(a) of the Plan, or to have such Determination reviewed by an accounting firm selected by the Optionee, at the Optionee’s expense. If the Optionee's accounting firm and the Determining Party do not agree, a third accounting firm shall be jointly chosen by the Determining Party and the Optionee, in which case the determination of such third accounting firm shall be binding, final and conclusive upon the Company and the Optionee.