Common use of Excise Tax on Parachute Payments Clause in Contracts

Excise Tax on Parachute Payments. (a) Anything in this Agreement to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) For purposes of paragraph (a), “net after-tax benefit” shall mean (i) the total of all Payments which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments shall be made to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such payment), less (iii) the amount of Excise Tax imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement shall be reduced in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G of the Code in such order as determined in the sole discretion of the Company and not the Executive.

Excise Tax on Parachute Payments. (a) Anything in this Agreement The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisereceived hereunder, but determined including, without regard to limitation, any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code Code; provided, however, that any payment or any interest benefit received or penalties are incurred to be received by the Executive in connection with respect a Change in Control or the termination of the Executive’s employment (whether payable pursuant to such excise tax the terms of this Agreement (such excise tax“Contract Payments”) or any other plan, together arrangements or agreement with the Company or any such interest and penaltiesaffiliate (collectively with the Contract Payments, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) For purposes of paragraph (a)this Section 12, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Section 4999 of the Code. (c) The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to the Executive (which may be, but will not be required to be, the Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 12, the payments and benefits under this Agreement Executive, in the Executive’s discretion, may determine which of the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive; provided that, if the Executive does not make such determination within ten (10) business days after the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the Total Payments shall be eliminated or reduced consistent with the requirements of this Section 12 and shall notify the Executive promptly of such election. (d) The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G possession of the Code Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in such order as determined in connection with the sole discretion preparation and issuance of the Company determinations and not calculations contemplated by this Section 12. The fees and expenses of the ExecutiveAccounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 shall be borne by the Company.

Excise Tax on Parachute Payments. (a) Anything in this Agreement The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisereceived hereunder, but determined including, without regard to limitation, any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code Code; provided, however, that any payment or any interest benefit received or penalties are incurred to be received by the Executive in connection with respect a Change of Control or the termination of the Executive’s employment (whether payable pursuant to such excise tax the terms of this Agreement (such excise tax“Contract Payments”) or any other plan, together arrangements or agreement with the Company or any such interest and penaltiesaffiliate (collectively with the Contract Payments, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) For purposes of paragraph (a)this Section 12, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Section 4999 of the Code. (c) The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to the Executive (which may be, but will not be required to be, the Company’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 12, the payments and benefits under this Agreement Executive, in the Executive’s discretion, may determine which of the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive; provided that, if the Executive does not make such determination within ten (10) business days after the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the Total Payments shall be eliminated or reduced consistent with the requirements of this Section 12 and shall notify the Executive promptly of such election. (d) The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G possession of the Code Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in such order as determined in connection with the sole discretion preparation and issuance of the Company determinations and not calculations contemplated by this Section 12. The fees and expenses of the ExecutiveAccounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 shall be borne by the Company.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Mojdeh’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 17, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxx that Xxxxxx may receive payments which may be “parachute payments. (c) ” If the Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 17, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxx in accordance with the following order: terms of this agreement. If the Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 17, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, xxxxxxx Xxxxxx and Unilife an opinion that Xxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 17. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999. Notwithstanding the contrary notwithstanding and except as set forth belowforegoing, in the event it shall be determined that if any payment or distribution by the Company Unilife to or for the benefit of the Executive (Xxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined without regard to policy, plan, program or arrangement or the lapse or termination of any additional payments required under this Sectionrestriction on or the vesting or exercisability of any payment or benefit, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any interest successor provision thereto) or penalties are incurred to any similar tax imposed by the Executive with respect to such excise tax state or local law (such excise tax, together with any such interest and penalties, tax or taxes are hereinafter hereafter collectively referred to as the “Excise Tax”), then the Payments aggregate amount of such payments and benefits (each such payment or benefit, a “Payment”) payable to Xxxxx shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Xxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be subject to the Excise Tax, but only if, by reason of such reduction, imposed if the net after-tax benefit received of the Payments retained by the Executive shall exceed Xxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by the Executive if no this Section 16, then such reduction was made. shall be made in the following order: (bi) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of paragraph (a)this Section 16, “net after-tax benefit” shall mean (i) the total of all Payments which the Executive Xxxxx receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the CodeUnilife, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of the applicable Excise Tax Tax, if any, imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement Payment. The foregoing determination shall be reduced in made by a nationally recognized human resources consulting or accounting firm (the following order: “Firm”) selected by Unilife and reasonably acceptable to Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxx that Xxxxx may receive Payments If the Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 16, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxx and Unilife an opinion that Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 16. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisereceived hereunder, but determined including, without regard to limitation, any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code Code; provided, however, that any payment or any interest benefit received or penalties are incurred to be received by the Executive in connection with respect a Change of Control or the termination of the Executive's employment (whether payable pursuant to such excise tax the terms of this Agreement (such excise tax“Contract Payments”) or any other plan, together arrangements or agreement with the Company or any such interest and penaltiesaffiliate (collectively with the Contract Payments, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) For purposes of paragraph (a)this Section 12, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Section 4999 of the Code. (c) The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by the Company and reasonably acceptable to the Executive (which may be, but will not be required to be, the Company's independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be “parachute payments.” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 12, the payments and benefits under this Agreement Executive, in the Executive's discretion, may determine which of the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive; provided that, if the Executive does not make such determination within ten (10) business days after the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the Total Payments shall be eliminated or reduced consistent with the requirements of this Section 12 and shall notify the Executive promptly of such election. (d) The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G possession of the Code Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in such order as determined in connection with the sole discretion preparation and issuance of the Company determinations and not calculations contemplated by this Section 12. The fees and expenses of the ExecutiveAccounting Firm for its services in connection with the determinations and calculations contemplated by this Section 12 shall be borne by the Company.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Xxxxxxxx’x employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 17, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxxx that Xxxxxxxx may receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 17, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 17, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxxxxx and Unilife an opinion that Xxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 17. The fees and expenses of the Company Accounting Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Xxxxxxx’x employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 17, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxx that Xxxxxxx may receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 17, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 17, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G of G, it will, at the same time as it makes such determination, furnish Xxxxxxx and Unilife an opinion that Xxxxxxx has substantial authority not to report any excise tax under Code in such order as determined in the sole discretion of the Company and not the Executivesection 4999 on his federal income tax return.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999. Notwithstanding the contrary notwithstanding and except as set forth belowforegoing, in the event it shall be determined that if any payment or distribution by the Company Unilife to or for the benefit of the Executive (Xxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined without regard to policy, plan, program or arrangement or the lapse or termination of any additional payments required under this Sectionrestriction on or the vesting or exercisability of any payment or benefit, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any interest successor provision thereto) or penalties are incurred to any similar tax imposed by the Executive with respect to such excise tax state or local law (such excise tax, together with any such interest and penalties, tax or taxes are hereinafter hereafter collectively referred to as the “Excise Tax”), then the Payments aggregate amount of such payments and benefits (each such payment or benefit, a “Payment”) payable to Xxxx shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Xxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be subject to the Excise Tax, but only if, by reason of such reduction, imposed if the net after-tax benefit received of the Payments retained by the Executive shall exceed Xxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by the Executive if no this Section 16, then such reduction was made. shall be made in the following order: (bi) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of paragraph (a)this Section 16, “net after-tax benefit” shall mean (i) the total of all Payments which the Executive Xxxx receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the CodeUnilife, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of the applicable Excise Tax Tax, if any, imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement Payment. The foregoing determination shall be reduced in made by a nationally recognized human resources consulting or accounting firm (the following order: “Firm”) selected by Unilife and reasonably acceptable to Xxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxx that Xxxx xxx receive Payments If the Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 16, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, xxxxxxx Xxxx and Unilife an opinion that Xxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 16. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisereceived hereunder, but determined including, without regard to limitation, any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that any payment or any interest benefit received or penalties are incurred to be received by the Executive in connection with respect a Change in Control or the termination of the Executive's employment (whether payable pursuant to such excise tax the terms of this Agreement (such excise tax"Contract Payments") or any other plan, together arrangements or agreement with the Company or any such interest and penaltiesaffiliate (collectively with the Contract Payments, are hereinafter collectively referred to as the “Excise Tax”), then the Payments "Total Payments") shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) For purposes of paragraph (a)this section, “"net after-tax benefit” " shall mean (ia) the total of all Payments payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “"excess parachute payments” " within the meaning of Section 280G of the Code, less (iib) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such paymentpayment of the foregoing), less (iiic) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (ia) aboveabove by Section 4999 of the Code. (c) The foregoing determination shall be made by a nationally recognized accounting firm (the "Accounting Firm") selected by the Company and reasonably acceptable to the Executive (which may be, but will not be required to be, the Company's independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be "parachute payments." If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section, the payments and benefits under this Agreement Executive, in the Executive's discretion, may determine which of the Total Payments shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive; provided that, if the Executive does not make such determination within ten (10) business days after the receipt of the calculations made by the Accounting Firm, the Company shall elect which and how much of the Total Payments shall be eliminated or reduced consistent with the requirements of this Paragraph 10 and shall notify the Executive promptly of such election. (d) The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G possession of the Code Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in such order as determined in connection with the sole discretion preparation and issuance of the Company determinations and not calculations contemplated by this Section. The fees and expenses of the Executive.Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section shall be borne by the Company. * * *

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Xxxxxxx’x employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 17, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxx that Xxxxxxx may receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 18, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 18, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxxxx and Unilife an opinion that Xxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 18. The fees and expenses of the Company Accounting Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 18 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999. Notwithstanding the contrary notwithstanding and except as set forth belowforegoing, in the event it shall be determined that if any payment or distribution by the Company Unilife to or for the benefit of the Executive (Xxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined without regard to policy, plan, program or arrangement or the lapse or termination of any additional payments required under this Sectionrestriction on or the vesting or exercisability of any payment or benefit, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any interest successor provision thereto) or penalties are incurred to any similar tax imposed by the Executive with respect to such excise tax state or local law (such excise tax, together with any such interest and penalties, tax or taxes are hereinafter hereafter collectively referred to as the “"Excise Tax”"), then the Payments aggregate amount of such payments and benefits (each such payment or benefit, a "Payment") payable to Xxxxxxx shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Xxxxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be subject to the Excise Tax, but only if, by reason of such reduction, imposed if the net after-tax benefit received of the Payments retained by the Executive shall exceed Xxxxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by the Executive if no this Section 16, then such reduction was made. shall be made in the following order: (bi) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of paragraph (a)this Section 16, “"net after-tax benefit” " shall mean (i) the total of all Payments which the Executive Xxxxxxx receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the CodeUnilife, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of the applicable Excise Tax Tax, if any, imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement Payment. The foregoing determination shall be reduced in made by a nationally recognized human resources consulting or accounting firm (the following order: "Firm") selected by Unilife and reasonably acceptable to Xxxxxxx (which may be, but will not be required to be, Unilife's independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxx that Xxxxxxx may receive Payments If the Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 16, then outplacement services (in reverse order), then any other amount that is constitutes a “"parachute payment” " within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxxxx and Unilife an opinion that Xxxxxxx has substantial authority not to report any excise tax under Code section 4999 on her federal income tax return. Xxxxxxx and Unilife shall each provide the Firm access to and copies of any •books, records, and documents in the possession of Xxxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 16. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999. Notwithstanding the contrary notwithstanding and except as set forth belowforegoing, in the event it shall be determined that if any payment or distribution by the Company Unilife to or for the benefit of the Executive (Xxxxxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined without regard to policy, plan, program or arrangement or the lapse or termination of any additional payments required under this Sectionrestriction on or the vesting or exercisability of any payment or benefit, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any interest successor provision thereto) or penalties are incurred to any similar tax imposed by the Executive with respect to such excise tax state or local law (such excise tax, together with any such interest and penalties, tax or taxes are hereinafter hereafter collectively referred to as the “Excise Tax”), then the Payments aggregate amount of such payments and benefits (each such payment or benefit, a “Payment”) payable to Xxxxxxxxx shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Xxxxxxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be subject to the Excise Tax, but only if, by reason of such reduction, imposed if the net after-tax benefit received of the Payments retained by the Executive shall exceed Xxxxxxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxxxxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by the Executive if no this Section 16, then such reduction was made. shall be made in the following order: (bi) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of paragraph (a)this Section 16, “net after-tax benefit” shall mean (i) the total of all Payments which the Executive Xxxxxxxxx receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the CodeUnilife, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of the applicable Excise Tax Tax, if any, imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement Payment. The foregoing determination shall be reduced in made by a nationally recognized human resources consulting or accounting firm (the following order: “Firm”) selected by Unilife and reasonably acceptable to Xxxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxxxx that Xxxxxxxxx may receive Payments If the Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 16, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxxxxxx and Unilife an opinion that Xxxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 16. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxxxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Xxxxxxxxx’x employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxxxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxxxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 18, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxxxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxxxx that Xxxxxxxxx may receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 18, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 18, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxxxxxx and Unilife an opinion that Xxxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 18. The fees and expenses of the Company Accounting Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 18 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Xxxxx’x employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 18, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxx that Xxxxx may receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 18, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 18, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxx and Unilife an opinion that Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 18. The fees and expenses of the Company Accounting Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 18 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Hastings shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999. Notwithstanding the contrary notwithstanding and except as set forth belowforegoing, in the event it shall be determined that if any payment or distribution by the Company Unilife to or for the benefit of the Executive (Hastings, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined without regard to policy, plan, program or arrangement or the lapse or termination of any additional payments required under this Sectionrestriction on or the vesting or exercisability of any payment or benefit, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any interest successor provision thereto) or penalties are incurred to any similar tax imposed by the Executive with respect to such excise tax state or local law (such excise tax, together with any such interest and penalties, tax or taxes are hereinafter hereafter collectively referred to as the “Excise Tax”), then the Payments aggregate amount of such payments and benefits (each such payment or benefit, a “Payment”) payable to Hastings shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Hastings without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be subject to the Excise Tax, but only if, by reason of such reduction, imposed if the net after-tax benefit received of the Payments retained by the Executive shall exceed Hastings (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Hastings without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by the Executive if no this Section 16, then such reduction was made. shall be made in the following order: (bi) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of paragraph (a)this Section 16, “net after-tax benefit” shall mean (i) the total of all Payments which the Executive Hastings receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the CodeUnilife, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Hastings (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of the applicable Excise Tax Tax, if any, imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement Payment. The foregoing determination shall be reduced in made by a nationally recognized human resources consulting or accounting firm (the following order: “Firm”) selected by Unilife and reasonably acceptable to Hastings (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Hastings and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Hastings that Hastings may receive Payments If the Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 16, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Hastings and Unilife an opinion that Hastings has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Hastings and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Hastings or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 16. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisereceived hereunder, but determined including, without regard to limitation, any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that any payment or any interest benefit received or penalties are incurred to be received by the Executive in connection with respect a Change in Control or the termination of the Executive's employment (whether payable pursuant to such excise tax the terms of this Agreement (such excise tax"Contract Payments") or any other plan, together arrangements or agreement with the Company or any such interest and penaltiesaffiliate (collectively with the Contract Payments, are hereinafter collectively referred to as the “Excise Tax”), then the Payments "Total Payments") shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) . For purposes of paragraph (a)this Paragraph 10, “"net after-tax benefit” " shall mean (i) the total of all Payments payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess "parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the "Accounting Firm") selected by the Company and reasonably acceptable to the Executive (which may be, but will not be required to be, the Company's independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be "parachute payments. (c) " If a the Accounting Firm determines that such reduction is to occur pursuant to paragraph (a)required by this Paragraph 10, the payments Executive, in the Executive's sole and benefits under this Agreement absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and the Company shall pay such reduced amount to the Executive. If the Accounting Firm determines that no reduction is necessary under this Paragraph 10, it will, at the same time as it makes such determination, furnish the Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the Code. The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G possession of the Code Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in such order as determined in connection with the sole discretion preparation and issuance of the Company determinations and not calculations contemplated by this Paragraph 10. The fees and expenses of the Executive.Accounting Firm for its services in connection with the determinations and calculations contemplated by this Paragraph 10 shall be borne by the Company. [USi LOGO]

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Allan’s employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 20, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxx that Xxxxx xxx receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 20, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 20, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, xxxxxxx Xxxxx and Unilife an opinion that Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 20. The fees and expenses of the Company Accounting Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 20 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Hxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999. Notwithstanding the contrary notwithstanding and except as set forth belowforegoing, in the event it shall be determined that if any payment or distribution by the Company Unilife to or for the benefit of the Executive (Hxxxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined without regard to policy, plan, program or arrangement or the lapse or termination of any additional payments required under this Sectionrestriction on or the vesting or exercisability of any payment or benefit, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any interest successor provision thereto) or penalties are incurred to any similar tax imposed by the Executive with respect to such excise tax state or local law (such excise tax, together with any such interest and penalties, tax or taxes are hereinafter hereafter collectively referred to as the “Excise Tax”), then the Payments aggregate amount of such payments and benefits (each such payment or benefit, a “Payment”) payable to Hxxxxx shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Hxxxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be subject to the Excise Tax, but only if, by reason of such reduction, imposed if the net after-tax benefit received of the Payments retained by the Executive shall exceed Hxxxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Hxxxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by the Executive if no this Section 16, then such reduction was made. shall be made in the following order: (bi) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of paragraph (a)this Section 16, “"net after-tax benefit” " shall mean (i) the total of all Payments which the Executive Hxxxxx receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the CodeUnilife, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Hxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of the applicable Excise Tax Tax, if any, imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement Payment. The foregoing determination shall be reduced made by a nationally recognized human resources consulting or accounting firm (the "Firm") selected by Unilife and reasonably acceptable to Hxxxxx (which may be, but will not be required to be, Unilife's independent auditors). The Firm shall submit its #40769451 v2 determination and detailed supporting calculations to both Hxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Hxxxxx that Hxxxxx may receive Payments. Hxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the following order: any cash severance (possession of Hxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within connection with the meaning of Section 280G preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 16. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. (ai) Anything Notwithstanding any other provision herein or any provision in this Agreement an employment, severance, change in control or similar agreement to the contrary notwithstanding and except as set forth belowcontrary, in the event it shall be determined that any payment or distribution in the nature of compensation by the Company Unilife to Xxxxxxxx or for the benefit of the Executive (Xxxxxxxx’x benefit, whether paid or payable or paid, payable, distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise (including, but determined without regard to limitation, any additional payments required under this Section, except as otherwise provided in this Sectionseverance payment or accelerated vesting of stock options or restricted stock granted by Unilife) (hereinafter referred to collectively as each, a “Payment” and collectively, the “Total Payments”) would be subject to the excise tax imposed by Section 4999 of the United States Internal Revenue Code of 1986, as amended (“Code”) (or any successor provision) or any interest or penalties are incurred by the Executive with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to in this Agreement as the “Excise Tax”), then the Total Payments shall be reduced (the “Reduction”) to the minimum extent necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax; provided, but however, that such Reduction shall be made only if, by reason of such reductionReduction, the net after-tax benefit received by the Executive Xxxxxxxx (or for Xxxxxxxx’x benefit) shall exceed the net after-tax benefit that would be received by the Executive Xxxxxxxx (or for Xxxxxxxx’x benefit) if no such reduction Reduction was mademade and Xxxxxxxx bore the Excise Tax payment liability. (bii) If a Reduction is required pursuant to the terms of Section 17(i), the Total Payments shall be reduced in the following order: any Payments constituting cash severance shall be reduced first, any other Payments in the nature of cash compensation shall be reduced second, the number or accelerated vesting of outstanding equity awards other than stock options shall be reduced third, and lastly, the number or accelerated vesting of outstanding stock options shall be reduced. (iii) If it shall be determined that any Payment would be subject to the Excise Tax and applying the Reduction would not result in a greater net after-tax benefit to Xxxxxxxx than if no such Reduction was made and Xxxxxxxx bore the Excise Tax payment liability, then Xxxxxxxx shall be entitled to receive from Unilife an additional payment (a “Gross-Up Payment”) in an amount such that after the payment by Xxxxxxxx of all taxes (including any interest or penalties imposed with respect to such taxes), including any Excise Tax, imposed upon the Gross-Up Payment, Xxxxxxxx retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. In all events, the Gross-Up Payment, if any, shall be made by no later than the December 31st following the calendar year in which Xxxxxxxx remits the Excise Tax. (iv) For purposes of paragraph (a)this Section 17, “net after-tax benefit” shall mean (iA) the total of all Payments payments and the value of all benefits which the Executive Xxxxxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (iiB) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iiiC) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (iA) aboveabove by Code section 4999. (cv) If All determinations required under this Section 17, including without limitation whether a reduction is to occur pursuant to paragraph (a)Reduction shall be applied, the payments and benefits under this Agreement amount of such Reduction, and/or the amount of any Gross-Up Payment, shall be reduced in made by a nationally recognized accounting firm selected by Unilife and reasonably acceptable to Xxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors) and such determinations shall be binding on Unilife and Xxxxxxxx. The Firm shall submit its determination and detailed supporting calculations to both Xxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxxx that Xxxxxxxx may receive payments which may be “parachute payments.” If the following order: Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)Reduction required by this Section 17, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxxxxx and Unilife an opinion that Xxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. (vi) Xxxxxxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the possession of Xxxxxxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 17. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to any payment received hereunder, including, without limitation, any excise tax imposed by Code section 4999. Notwithstanding the contrary notwithstanding and except as set forth belowforegoing, in the event it shall be determined that if any payment or distribution by the Company Unilife to or for the benefit of the Executive (Xxxx, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwiseotherwise pursuant to or by reason of any other agreement, but determined without regard to policy, plan, program or arrangement or the lapse or termination of any additional payments required under this Sectionrestriction on or the vesting or exercisability of any payment or benefit, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Code (or any interest successor provision thereto) or penalties are incurred to any similar tax imposed by the Executive with respect to such excise tax state or local law (such excise tax, together with any such interest and penalties, tax or taxes are hereinafter hereafter collectively referred to as the “Excise Tax”), then the Payments aggregate amount of such payments and benefits (each such payment or benefit, a “Payment”) payable to Xxxx shall be reduced to the extent necessary so aggregate amount of Payments that no portion thereof may be made to Xxxx without incurring an Excise Tax in accordance with the immediately following sentence; provided that such reduction shall only be subject to the Excise Tax, but only if, by reason of such reduction, imposed if the net after-tax benefit received of the Payments retained by the Executive shall exceed Xxxx (after giving effect to such reduction) is equal to or greater than the net after-tax benefit (after giving effect to the Excise Tax) of the Payments to Xxxx without any such reduction. If the Firm (as defined below) determines that would be received a reduction is required by the Executive if no this Section 16, then such reduction was made. shall be made in the following order: (bi) first, any future cash payments (if any) shall be reduced (if necessary, to zero); (ii) second, any current cash payments shall be reduced (if necessary, to zero); (iii) third, all non-cash payments (other than equity or equity derivative related payments) shall be reduced (if necessary, to zero); and (iv) fourth, all equity or equity derivative payments shall be reduced. For purposes of paragraph (a)this Section 16, “net after-tax benefit” shall mean (i) the total of all Payments which the Executive Xxxx receives or is then entitled to receive from the Company that would constitute “excess parachute payments” within the meaning of Section 280G of the CodeUnilife, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing such Payment calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of the applicable Excise Tax Tax, if any, imposed with respect to the Payments described in (i) above. (c) If a reduction is to occur pursuant to paragraph (a), the payments and benefits under this Agreement Payment. The foregoing determination shall be reduced made by a nationally recognized human resources consulting or accounting firm (the “Firm”) selected by Unilife and reasonably acceptable to Xxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Firm shall submit its determination and detailed supporting calculations to both Xxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxx that Xxxx xxx receive Payments Xxxx and Unilife shall each provide the Firm access to and copies of any books, records, and documents in the following order: any cash severance (possession of Xxxx or Unilife, as the case may be, reasonably requested by the Firm, and otherwise cooperate with the Firm in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within connection with the meaning of Section 280G preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 16. The fees and expenses of the Company Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 16 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Xxxxx’ employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 17, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxx that Xxxxx may receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 17, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 17, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxx and Unilife an opinion that Xxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 17. The fees and expenses of the Company Accounting Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 17 shall be borne by Unilife.

Excise Tax on Parachute Payments. (a) Anything in this Agreement The Executive shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth below, in the event it shall be determined that any payment or distribution by the Company to or for the benefit of the Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwisereceived hereunder, but determined including, without regard to limitation, any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “Payment”) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"); provided, however, that any payment or any interest benefit received or penalties are incurred to be received by the Executive in connection with respect a Change in Control or the termination of the Executive's employment (whether payable pursuant to such excise tax the terms of this Agreement (such excise tax"Contract Payments") or any other plan, together arrangements or agreement with the Company or any such interest and penaltiesaffiliate (collectively with the Contract Payments, are hereinafter collectively referred to as the “Excise Tax”), then the Payments "Total Payments") shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Section 4999 of the Code but only if, by reason of such reduction, the net after-tax benefit received by the Executive shall exceed the net after-tax benefit that would be received by the Executive if no such reduction was made. (b) . For purposes of paragraph (a)this Paragraph 10, “"net after-tax benefit” " shall mean (i) the total of all Payments payments and the value of all benefits which the Executive receives or is then entitled to receive from the Company that would constitute “excess "parachute payments” " within the meaning of Section 280G of the Code, less (ii) the amount of all foreign, federal, state and local income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive (based on the rate in effect for such year as set forth in the Code as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Section 4999 of the Code. The foregoing determination shall be made by a nationally recognized accounting firm (the "Accounting Firm") selected by the Company and reasonably acceptable to the Executive (which may be, but will not be required to be, the Company's independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both the Executive and the Company within fifteen (15) days after receipt of a notice from either the Company or the Executive that the Executive may receive payments which may be "parachute payments. (c) " If a the Accounting Firm determines that such reduction is to occur pursuant to paragraph (a)required by this Paragraph 10, the payments Executive, in the Executive's sole and benefits under this Agreement absolute discretion, may determine which Total Payments shall be reduced to the extent necessary so that no portion thereof shall be subject to the excise tax imposed by Section 4999 of the Code, and [USINTERNETWORKING LOGO] CONFIDENTIAL the Company shall pay such reduced amount to the Executive. If the Accounting Firm determines that no reduction is necessary under this Paragraph 10, it will, at the same time as it makes such determination, furnish the Executive and the Company an opinion that Executive shall not be liable for any excise tax under Section 4999 of the Code. The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records, and documents in the following order: any cash severance (in reverse order of payment), then outplacement services (in reverse order), then any other amount that is a “parachute payment” within the meaning of Section 280G possession of the Code Executive or the Company, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in such order as determined in connection with the sole discretion preparation and issuance of the Company determinations and not calculations contemplated by this Paragraph 10. The fees and expenses of the ExecutiveAccounting Firm for its services in connection with the determinations and calculations contemplated by this Paragraph 10 shall be borne by the Company.

Excise Tax on Parachute Payments. (a) Anything in this Agreement Xxxxxxxx shall bear all expense of, and be solely responsible for, all federal, state, local or foreign taxes due with respect to the contrary notwithstanding and except as set forth belowany payment received hereunder, in the event it shall be determined including, without limitation, any excise tax imposed by Code section 4999; provided, however, that any payment or distribution benefit received or to be received by Xxxxxxxx in connection with a Change in Control or the Company to or for the benefit termination of the Executive Xxxxxxxx’x employment (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise, but determined without regard to any additional payments required under this Section, except as otherwise provided in this Section) (hereinafter referred to collectively as a “PaymentContract Payments”) would be subject to the excise tax imposed by Section 4999 of the Code or any interest other plan, arrangements or penalties are incurred by agreement with Unilife or any affiliate (collectively with the Executive with respect to such excise tax (such excise taxContract Payments, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise TaxTotal Payments”), then the Payments ) shall be reduced to the extent necessary so that no portion thereof shall be subject to the Excise Tax, excise tax imposed by Code section 4999 but only if, by reason of such reduction, the net after-tax benefit received by the Executive Xxxxxxxx shall exceed the net after-tax benefit that would be received by the Executive Xxxxxxxx if no such reduction was made. (b) . For purposes of paragraph (a)this Section 20, “net after-tax benefit” shall mean (i) the total of all Payments payments and the value of all benefits which the Executive Xxxxxxxx receives or is then entitled to receive from the Company Unilife that would constitute “excess parachute payments” within the meaning of Section Code section 280G of the CodeG, less (ii) the amount of all foreign, federal, state state, local and local foreign income and employment taxes payable by the Executive with respect to the foregoing calculated at the maximum marginal income tax rate for each year in which such payments the foregoing shall be made paid to the Executive Xxxxxxxx (based on the rate in effect for such year as set forth in the Code or other applicable tax law as in effect at the time of the first such paymentpayment of the foregoing), less (iii) the amount of Excise Tax excise taxes imposed with respect to the Payments payments and benefits described in (i) aboveabove by Code section 4999. The foregoing determination shall be made by a nationally recognized accounting firm (the “Accounting Firm”) selected by Unilife and reasonably acceptable to Xxxxxxxx (which may be, but will not be required to be, Unilife’s independent auditors). The Accounting Firm shall submit its determination and detailed supporting calculations to both Xxxxxxxx and Unilife within fifteen (15) days after receipt of a notice from either Unilife or Xxxxxxxx that Xxxxxxxx may receive payments which may be “parachute payments. (c) ” If the Accounting Firm determines that a reduction is to occur pursuant to paragraph (a)required by this Section 20, the payments and benefits under this Agreement Contract Payments consisting of cash severance shall be reduced to the extent necessary so that no portion of the Total Payments shall be subject to the excise tax imposed by Code section 4999, and Unilife shall pay such reduced amount to Xxxxxxxx in accordance with the following order: terms of this agreement. If the Accounting Firm determines that none of the Total Payments, after taking into account any cash severance (in reverse order of payment)reduction required by this Section 20, then outplacement services (in reverse order), then any other amount that is constitutes a “parachute payment” within the meaning of Section Code section 280G G, it will, at the same time as it makes such determination, furnish Xxxxxxxx and Unilife an opinion that Xxxxxxxx has substantial authority not to report any excise tax under Code section 4999 on his federal income tax return. Xxxxxxxx and Unilife shall each provide the Accounting Firm access to and copies of any books, records, and documents in the possession of Xxxxxxxx or Unilife, as the case may be, reasonably requested by the Accounting Firm, and otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the Code in such order as determined in the sole discretion determinations and calculations contemplated by this Section 20. The fees and expenses of the Company Accounting Firm for its services in connection with the determinations and not the Executivecalculations contemplated by this Section 20 shall be borne by Unilife.