Common use of Excise Tax Payments Clause in Contracts

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), 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 Executive will be entitled to receive an additional payment (a “Gross-Up Payment”), such that the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), 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 Executive will be entitled to receive an additional payment (a “Gross-Up Payment”), such that the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.

Excise Tax Payments. (a) If any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (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 Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains, or has paid to the taxing authority on his behalf, an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, no Gross-Up Payment will be made to the Executive if reducing the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as reasonably requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the "Accounting Firm"). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Company and the Company shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive within five days or paid by the Company on behalf of the receipt Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive when payment of all or any portion of the Excise Tax is due. If the Accounting Firm’s determinationFirm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. The existence Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s 's applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until Executive. (d) If no Gross-Up Payment is made because reducing the date of repayment Payments to the CompanyExecutive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax, then the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement shall be reduced by the amount necessary to avoid the Excise Tax; provided, however, the reduction will only be made if doing so would result in the Executive retaining more after-tax than if the reduction were not made.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) 8.1 Notwithstanding anything contained in this Agreement to the Executive contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for his the benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Executive under any other Company plan or a change in ownership agreement (such payments or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, benefits are collectively referred to as the “Payments”), ) would be subject to the excise tax (the “Excise Tax”) imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or any interest or penalties are incurred by benefit to be provided to the Executive with respect shall be subject to such excise tax the Excise Tax (such excise tax, together with any such interest and penalties, are reduced amount is hereinafter collectively referred to as the “Excise TaxLimited Payment Amount”), then . Unless the Executive will shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be entitled to receive an additional payment paid the farthest in time from the “Determination” (a “Gross-Up Payment”as hereinafter defined), such that the net amount retained . Any notice given by the Executive, after deduction and/or payment Executive pursuant to the preceding sentence shall take precedence over the provisions of any Excise Tax on the Payments and the Gross-Up Payment and any federalother plan, state and local income tax on the Gross-Up Payment (including any interest arrangement or penalties, other than interest and penalties imposed by reason of agreement governing the Executive’s failure rights and entitlements to file timely a tax return any benefits or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Paymentscompensation. (b) 8.2 An initial determination as to whether a Gross-Up the Payments shall be reduced to the Limited Payment is required Amount pursuant to this Agreement the Plan and the amount of such Gross-Up Limited Payment Amount shall be made by an accounting firm at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four six largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to the Company and the Executive within five (5) days of the Termination Date Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) ), and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an opinion opinion, at the Company’s expense, reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) 8.3 below. (c) 8.3 As a result of the uncertainty in the application of Sections 4999 and 280G 28OG of the Code, it is possible that a Gross-Up Payment (the Payments to be made to, or a portion thereof) provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be paid which should not have been paid inconsistent with the limitations provided in Section 8.1 (hereinafter referred to as an “Excess Payment”) ” or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”, respectively). An Underpayment If it is established pursuant to a final determination of a court, or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to have occurred (i) upon notice (formal or informal) be a loan to the Executive from any governmental taxing authority that made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company, on demand (but not less than thirty (30) days after written notice is received by the Executive’s tax liability ), together with interest on the Excess Payment at the “Applicable Federal Rate” (whether as defined in respect Section 1274(d) of the Code) from the date of the Executive’s current taxable year or in respect receipt of any prior taxable yearsuch Excess Payment until the date of such repayment. In the event that it is determined by (i) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentAccounting Firm, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ivii) pursuant to a determination by a court, or (iii) upon the resolution of the Dispute to the Executive’s satisfaction. If satisfaction of the Dispute, that an Underpayment occurshas occurred, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay an amount equal to the date on which the applicable government taxing authority has requested payment, pay Underpayment to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties within thirty (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return30) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the determination or resolution, together with interest on such amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was such amount would have been paid to the Executive until the date of repayment payment. 8.4 The Company represents and warrants that this Agreement and all payments and benefits associated with it are in compliance with Section 409A of the Internal Revenue Code. However, if the Company is found not to be in compliance with Section 409(A) in the future, and this noncompliance results in any excise tax or penalty being born by you, the Company will fully reimburse you within thirty (30) days of any tax and/or penalty you may incur. Notwithstanding the above, in the event of a determination that any payment or benefit associated with this Agreement is not compliant with the provisions of Section 409A of the Internal Revenue Code, the Company agrees that it will modify this Agreement to make it compliant with Section 409A and that it will make a good faith effort to maintain the value of the payments and benefits under this Agreement. 8.5 Notwithstanding anything contained in this Agreement to the Companycontrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities, as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (a) If 7.3.1 In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) ), paid or payable to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change Change in ownership or effective control Control of the Company (a "PAYMENT" or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”"PAYMENTS"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred become payable 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”"EXCISE TAX"), then the Executive will be entitled to receive an additional payment (a “Gross"GROSS-Up Payment”), UP PAYMENT") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s 's failure to file timely a tax return or pay taxes shown as due on his return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments, PROVIDED, HOWEVER, that in no event shall the amount of the Gross-Up Payment exceed an amount equal to 100% of the Executive's Base Salary and Target Incentive Bonus in effect at the Date of Termination. (b) 7.3.2 An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four five largest accounting firms in the United States (the “Accounting Firm”"ACCOUNTING FIRM"). The Accounting Firm shall provide its determination (the “Determination”"DETERMINATION"), together with detailed supporting calculations and documentation documentation, to the Company and the Executive within five days of the Termination Date of Termination, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if ). If the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”"DISPUTE"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) Section 7.3.2 shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determinationDetermination. The existence of the Dispute shall not in any way affect the Executive’s 's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution, or, if it is determined that the Excise Tax is lower than originally determined, the Executive shall repay to the Company the excess amount of the Gross-Up Payment. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) 7.3.3 below. (c) As a result of 7.3.3 Notwithstanding anything contained in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) 8.1 Notwithstanding anything contained in this Agreement to the Executive contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for his the benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Executive under any other Company plan or a change in ownership agreement (such payments or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, benefits are collectively referred to as the “Payments”), ) would be subject to the excise tax (the “Excise Tax”) imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or any interest or penalties are incurred by benefit to be provided to the Executive with respect shall be subject to such excise tax the Excise Tax (such excise tax, together with any such interest and penalties, are reduced amount is hereinafter collectively referred to as the “Excise TaxLimited Payment Amount”), then . Unless the Executive will shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be entitled to receive an additional payment paid the farthest in time from the “Determination” (a “Gross-Up Payment”as hereinafter defined), such that the net amount retained . Any notice given by the Executive, after deduction and/or payment Executive pursuant to the preceding sentence shall take precedence over the provisions of any Excise Tax on the Payments and the Gross-Up Payment and any federalother plan, state and local income tax on the Gross-Up Payment (including any interest arrangement or penalties, other than interest and penalties imposed by reason of agreement governing the Executive’s failure rights and entitlements to file timely a tax return any benefits or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Paymentscompensation. (b) 8.2 An initial determination as to whether a Gross-Up the Payments shall be reduced to the Limited Payment is required Amount pursuant to this Agreement the Plan and the amount of such Gross-Up Limited Payment Amount shall be made by an accounting firm at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four six largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to the Company and the Executive within five (5) days of the Termination Date Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) ), and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an opinion opinion, at the Company’s expense, reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) 8.3 below. (c) 8.3 As a result of the uncertainty in the application of Sections 4999 and 280G 28OG of the Code, it is possible that a Gross-Up Payment (the Payments to be made to, or a portion thereof) provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be paid which should not have been paid inconsistent with the limitations provided in Section 8.1 (hereinafter referred to as an “Excess Payment”) ” or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”, respectively). An Underpayment If it is established pursuant to a final determination of a court, or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to have occurred (i) upon notice (formal or informal) be a loan to the Executive from any governmental taxing authority that made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company, on demand (but not less than thirty (30) days after written notice is received by the Executive’s tax liability ), together with interest on the Excess Payment at the “Applicable Federal Rate” (whether as defined in respect Section 1274(d) of the Code) from the date of the Executive’s current taxable year or in respect receipt of any prior taxable yearsuch Excess Payment until the date of such repayment. In the event that it is determined by (i) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentAccounting Firm, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ivii) pursuant to a determination by a court, or (iii) upon the resolution of the Dispute to the Executive’s satisfaction. If satisfaction of the Dispute, that an Underpayment occurshas occurred, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay an amount equal to the date on which the applicable government taxing authority has requested payment, pay Underpayment to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties within thirty (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return30) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the determination or resolution, together with interest on such amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was such amount would have been paid to the Executive until the date of repayment payment. 8.4 Notwithstanding anything contained in this Agreement to the Companycontrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities, as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) distribution to the Executive or for his the benefit of Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his Executive’s employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets Metavante Group Member (each a “Payment” and collectively, the or “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code 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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, Executive retains, or has paid to the taxing authority on Executive’s behalf, an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, no Gross-Up Payment will be made to Executive if reducing the amount paid to Executive under Section 6(a)(1)(ii) of this Agreement by $50,000 or less would avoid the application of the Excise Tax. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of after the Termination Date if applicableDate, or such other time as reasonably requested by the Metavante Technologies or by Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by Executive (the “Accounting Firm”). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Metavante Technologies and Metavante Technologies shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right both to dispute the Determination (the “Dispute”)Metavante Technologies and Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company Metavante Technologies to Executive or paid by Metavante Technologies on behalf of Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by Executive within five days when payment of all or any portion of the receipt of Excise Tax is due. If the Accounting Firm’s determinationFirm determines that no Excise Tax is payable by Executive with respect to a Payment or Payments, it shall furnish Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. The existence Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final binding upon Metavante Technologies and conclusive upon the Company and the Executive subject to the application of Section 5(c) below9(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess PaymentOverpayment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of Executive (whether in respect of the Executive’s then current taxable year of Executive or in respect of any prior taxable yearyear of Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company Metavante Technologies has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired expired, or (yii) the expiration of the statute of limitations with respect to the Executive’s applicable tax return has expiredreturn. If an Excess Underpayment occurs, Executive shall promptly notify Metavante Technologies and Metavante Technologies shall pay to Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company Metavante Technologies to the Executive and Executive shall, within ten (10) business days of the Executive shall occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) Metavante Technologies the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(E) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until the date of repayment to the CompanyExecutive.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary and without regard to whether the Executive’s employment with the Company has terminated, in the event that any payment or benefit (within the meaning of Section 280G(b)(2280G(b) (2) of the Internal Revenue Code of 1986, as amended (the “Code) ”), to the Executive or for his benefit benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the or “Payments”), 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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or penalties imposed with respect to such taxes and the Excise Tax), such that the net amount retained by the Executive, after deduction and/or payment of including any Excise Tax on Tax, imposed upon the Payments and Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment and any federalequal to the Excise Tax imposed upon the Payments; provided, state and local income tax on the Gross-Up Payment (including any interest or penaltieshowever, other than interest and penalties imposed by reason of if the Executive’s failure Payments do not exceed 105% of the largest amount that would result in no portion of the Payments being subject to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxesthe Excise Tax (the “Safe Harbor Amount”), then this subsection (a) shall not apply and the Payments shall be reduced so that the amount of the Payments shall be equal to the PaymentsSafe Harbor Amount, provided, further, that the Executive shall elect which non-cash or cash Payments shall be reduced so that the Payments equal the Safe Harbor Amount. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement Section 6 and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an a substantial authority opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten fifteen (15) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”)) and in the event of such Dispute, the Executive and the Company shall in good faith discuss a resolution of the Dispute. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 6(b) shall be paid by the Company to the Executive within five fifteen (15) days of the receipt of the Accounting Firm’s determinationdetermination or, subject to Executive’s approval, all or a portion of the Gross-Up Payment may be paid directly to the appropriate tax authorities. The existence of the Dispute (and any discussions to resolve the Dispute) shall not in any way affect the Executive’s right of the Executive to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below6(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i1) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii2) upon a determination by a courtcourt imposing the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (iii3) by reason of a determination by the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or (iv4) upon the resolution to the satisfaction of the Dispute to Executive of the Executive’s satisfactionDispute. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, pay to the Executive at least five fifteen (15) days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s a failure to file timely a tax return or pay taxes shown due on the Executive’s a return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing taxable authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on within 15 days following demand (but not less than 10 30 days after the determination of such Excess Payment and written notice has been delivered to the ExecutivePayment) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company. Executive shall promptly notify the Company in writing of any written communication with any governmental taxing authority relating to the Excise Tax. The Company shall be entitled, at its sole cost and expense, to contest the imposition of the Excise Tax on Executive’s behalf (including filing a claim for refund of the Excise Tax) and Executive shall cooperate with the Company in good faith in connection with any such contest or proceeding. The Company’s election to contest the Excise Tax shall not affect its obligation to pay to Executive or on his behalf an additional Gross-Up Payment with respect to an Underpayment pursuant to this subsection (c). Any refund of taxes or other reduction in Executive’s tax liability arising from any such contest by the Company shall be treated as an Excess Payment under this subsection (c). (d) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments. (e) The Executive and the Company shall each provide the Accounting Firm access to and copies of any books, records and documents in the possession of the Company or the Executive, 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 Determination contemplated by subsection (b) hereof. (f) The fees and expenses of the Accounting Firm for its services in connection with the Determination and the calculations contemplated by this Section 6 shall be paid by the Company.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code) ")), or distribution to the Executive or for his the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), 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 penalties collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all such taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith. (b) An initial determination shall be made by an accounting firm mutually agreeable to the Company and the Executive and, if not agreed to within three days after the Date of Termination, a national independent accounting firm selected by the Executive (the "Accounting Firm"), as to whether a Gross-Up Payment is required pursuant to this Agreement Section 4 and the amount of such Gross-Up Payment Payment. To permit the Accounting Firm to make the initial determination, the Company shall furnish the Accounting Firm with all information reasonably required for such firm to complete such determination as soon as practicable after the Date of Termination, but in no event more than fifteen (15) days thereafter. All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be made at the Company’s expense by an accounting firm selected borne by the Company and reasonably acceptable to the Executive which is designated Company shall pay such fees, costs and expenses as one of the four largest accounting firms in the United States (the “Accounting Firm”)they become due. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation calculations, reasonably acceptable both to the Company and the Executive within five thirty (30) days of the Termination Date of Termination, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 4(b) shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably satisfactory to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below4(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred upon a "Final Determination" (ias hereinafter defined) upon notice (formal or informal) to that the tax liability of the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may will be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed (or shall be reduced) upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when (i) in the case of an Overpayment, the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his or her tax liability by reason imposed as a result of a Payment or, in the Excess case of an Underpayment, the Executive receives notice from a competent governmental authority that his or her tax liability imposed as a result of a Payment will be increased, and (ii) in the case of an Overpayment or an Underpayment, upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s 's applicable tax return has expired. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly pay to the Executive an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment (other than interest and penalties attributable to any action or omission by the Executive in bad faith). If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall, within ten (10) business days of the occurrence of such Overpayment, pay the Company the amount of the Overpayment, without interest. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excess Payment plus interest at an annual rate equal to Excise Tax that the Applicable Federal Rate provided for in Section 1274(d) of the Code Company has actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the or “Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the “Accounting Firm”). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Company and the Company shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive or paid by the Company on behalf of the Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive within five (5) business days of the receipt of the Accounting Firm’s determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess PaymentOverpayment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until the date of repayment to the CompanyExecutive.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code) ")), or distribution to the Executive or for his the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), 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 penalties collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all such taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; PROVIDED, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith. (b) An initial determination shall be made by an accounting firm mutually agreeable to the Company and the Executive and, if not agreed to within three days after the Date of Termination, a national independent accounting firm selected by the Executive (the "Accounting Firm"), as to whether a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment Payment. To permit the Accounting Firm to make the initial determination, the Company shall furnish the Accounting Firm with all information reasonably required for such firm to complete such determination as soon as practicable after the Date of Termination, but in no event more than fifteen (15) days thereafter. All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be made at the Company’s expense by an accounting firm selected borne by the Company and reasonably acceptable to the Executive which is designated Company shall pay such fees, costs and expenses as one of the four largest accounting firms in the United States (the “Accounting Firm”)they become due. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation calculations, reasonably acceptable both to the Company and the Executive within five thirty (30) days of the Termination Date of Termination, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably satisfactory to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred upon a "Final Determination" (ias hereinafter defined) upon notice (formal or informal) to that the tax liability of the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may will be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed (or shall be reduced) upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when (i) in the case of an Overpayment, the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason imposed as a result of a Payment or, in the Excess case of an Underpayment, the Executive receives notice from a competent governmental authority that his tax liability imposed as a result of a Payment will be increased, and (ii) in the case of an Overpayment or an Underpayment, upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s 's applicable tax return has expired. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly pay to the Executive an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment (other than interest and penalties attributable to any action or omission by the Executive in bad faith). If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall, within ten (10) business days of the occurrence of such Overpayment, pay the Company the amount of the Overpayment, with interest computed in the same manner as for an Underpayment. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excess Payment plus interest at an annual rate equal to Excise Tax that the Applicable Federal Rate provided for in Section 1274(d) of the Code Company has actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (aA) If Notwithstanding anything set forth in this Agreement to the contrary, in the event any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit paid or payable or distributed or distributable to the Employee or for his benefit pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with (a “Payment “) would (i) constitute a “parachute payment” within the Company or a change in ownership or effective control meaning of Section 280G of the Company or of a substantial portion of its assets Code and (each a “Payment” and collectivelyii) but for this sentence, the “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code or and any related 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 Executive Employee will be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the ExecutiveEmployee’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (bB) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive Employee which is designated as one of the four five largest accounting firms in the United States (the “Accounting Firm”); provided, however, that the Accounting Firm is not also serving as accountant or auditor for the individual, entity or group effecting the Change in Control. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive Employee within five ten days of the Termination Date if applicable, or such other time as requested by the Executive Company or by the Employee (provided the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveEmployee with respect to a Payment or Payments, it shall furnish the Executive Employee with an opinion reasonably acceptable to the Executive Employee that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten days of the delivery of the Determination to the ExecutiveEmployee, the Executive Employee shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b11(B) shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the ExecutiveEmployee’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive Employee any additional amount required by such resolution. If lf there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive Employee subject to the application of Section 5(cParagraph 11(C) below. (cC) As a result of Notwithstanding anything in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) a. Notwithstanding anything contained in this Agreement to the Executive contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for his the benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Executive under any other Company plan or a change in ownership agreement (such payments or effective control of benefits are collectively referred to as the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”), ") would be subject to the excise tax (the "Excise Tax") imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or any interest or penalties are incurred by benefit to be provided to the Executive with respect shall be subject to such excise tax the Excise Tax (such excise tax, together with any such interest and penalties, are reduced amount is hereinafter collectively referred to as the “Excise Tax”"Limited Payment Amount"), then . Unless the Executive will shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be entitled to receive an additional payment paid the farthest in time from the "Determination" (a “Gross-Up Payment”as hereinafter defined), such that the net amount retained . Any notice given by the Executive, after deduction and/or payment Executive pursuant to the preceding sentence shall take precedence over the provisions of any Excise Tax on the Payments and the Gross-Up Payment and any federalother plan, state and local income tax on the Gross-Up Payment (including any interest arrangement or penalties, other than interest and penalties imposed by reason of agreement governing the Executive’s failure 's rights and entitlements to file timely a tax return any benefits or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Paymentscompensation. (b) b. An initial determination as to whether a Gross-Up the Payments shall be reduced to the Limited Payment is required Amount pursuant to this Agreement the Plan and the amount of such Gross-Up Limited Payment Amount shall be made at the Company’s expense by an accounting firm at the Company's expense selected by the Company and reasonably acceptable to the Executive which is designated as one of the four six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to the Company and the Executive within five (5) days of the Termination Date Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) ), and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an opinion opinion, at the Company's expense, reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) c. As a result of the uncertainty in the application of Sections 4999 and 280G 2800 of the Code, it is possible that a Gross-Up Payment (the Payments to be made to, or a portion thereof) provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be paid which should not have been paid inconsistent with the limitations provided in Section 5(a) (hereinafter referred to as an “"Excess Payment”) " or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”", respectively). An Underpayment If it is established pursuant to a final determination of a court, or an Internal Revenue Service (the "IRS") proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to have occurred be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company, on demand (but not less than thirty (30) days after written notice is received by the Executive), together with interest on the Excess Payment at the "Applicable Federal Rate" (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentAccounting Firm, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ivii) pursuant to a determination by a court, or (iii) upon the resolution of the Dispute to the Executive’s satisfaction. If 's satisfaction of the Dispute, that an Underpayment occursunderpayment has occurred, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay an amount equal to the date on which the applicable government taxing authority has requested payment, pay Underpayment to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties within thirty (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return30) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the determination or resolution, together with interest on such amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was such amount would have been paid to the Executive until the date of repayment payment. d. Notwithstanding anything contained in this Agreement to the Companycontrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities, as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (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 Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the "Accounting Firm"). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Company and the Company shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive or paid by the Company on behalf of the Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s 's applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until the date of repayment to the CompanyExecutive.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) 8.1 Notwithstanding anything contained in this Agreement to the Executive contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for his the benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Executive under any other Company plan or a change in ownership agreement (such payments or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, benefits are collectively referred to as the “Payments”), ) would be subject to the excise tax (the “Excise Tax”) imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or any interest or penalties are incurred by benefit to be provided to the Executive with respect shall be subject to such excise tax the Excise Tax (such excise tax, together with any such interest and penalties, are reduced amount is hereinafter collectively referred to as the “Excise TaxLimited Payment Amount”), then . Unless the Executive will shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be entitled to receive an additional payment paid the farthest in time from the “Determination” (a “Gross-Up Payment”as hereinafter defined), such that the net amount retained . Any notice given by the Executive, after deduction and/or payment Executive pursuant to the preceding sentence shall take precedence over the provisions of any Excise Tax on the Payments and the Gross-Up Payment and any federalother plan, state and local income tax on the Gross-Up Payment (including any interest arrangement or penalties, other than interest and penalties imposed by reason of agreement governing the Executive’s failure rights and entitlements to file timely a tax return any benefits or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Paymentscompensation. (b) 8.2 An initial determination as to whether a Gross-Up the Payments shall be reduced to the Limited Payment is required Amount pursuant to this Agreement the Plan and the amount of such Gross-Up Limited Payment Amount shall be made by an accounting firm at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four six largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to the Company and the Executive within five (5) days of the Termination Date Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) ), and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an opinion opinion, at the Company’s expense, reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) 8.3 below. (c) 8.3 As a result of the uncertainty in the application of Sections 4999 and 280G 28OG of the Code, it is possible that a Gross-Up Payment (the Payments to be made to, or a portion thereof) provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be paid which should not have been paid inconsistent with the limitations provided in Section 8.1 (hereinafter referred to as an “Excess Payment”) ” or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”, respectively). An Underpayment If it is established pursuant to a final determination of a court, or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to have occurred (i) upon notice (formal or informal) be a loan to the Executive from any governmental taxing authority that made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company, on demand (but not less than thirty (30) days after written notice is received by the Executive’s tax liability ), together with interest on the Excess Payment at the “Applicable Federal Rate” (whether as defined in respect Section 1274(d) of the Code) from the date of the Executive’s current taxable year or in respect receipt of any prior taxable yearsuch Excess Payment until the date of such repayment. In the event that it is determined by (i) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentAccounting Firm, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ivii) pursuant to a determination by a court, or (iii) upon the resolution of the Dispute to the Executive’s satisfaction. If satisfaction of the Dispute, that an Underpayment occurshas occurred, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay an amount equal to the date on which the applicable government taxing authority has requested payment, pay Underpayment to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties within thirty (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return30) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the determination or resolution, together with interest on such amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was such amount would have been paid to the Executive until the date of repayment payment. 8.4 The Company represents and warrants that this Agreement and all payments and benefits associated with it are in compliance with Section 409A of the Internal Revenue Code. However, if the Company is found not to be in compliance with Section 409A in the future, and this non-compliance results in any excise tax or penalty being borne by you, the Company will fully reimburse you within thirty (30) days for any tax and/or penalty that you may incur. Notwithstanding the above, in the event of a determination that any payment or benefit associated with this Agreement is not compliant with the provisions of Section 409A of the Internal Revenue Code, the Company agrees that it will modify this Agreement to make it compliant with Section 409A and that it will make a good faith effort to maintain the value of the payments and benefits under this Agreement. 8.5 Notwithstanding anything contained in this Agreement to the Companycontrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities, as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (a) If any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the or “Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains, or has paid to the taxing authority on his behalf, an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, no Gross-Up Payment will be made to the Executive if reducing the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as reasonably requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the “Accounting Firm”). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Company and the Company shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive within five days or paid by the Company on behalf of the receipt Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive when payment of all or any portion of the Excise Tax is due. If the Accounting Firm’s determinationFirm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. The existence Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess PaymentOverpayment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until Executive. (d) If no Gross-Up Payment is made because reducing the date of repayment Payments to the CompanyExecutive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax, then the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement shall be reduced by the amount necessary to avoid the Excise Tax; provided, however, the reduction will only be made if doing so would result in the Executive retaining more after-tax than if the reduction were not made.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) Notwithstanding anything contained in this Agreement to the Executive contrary, to the extent that the payments and benefits provided under this Agreement (“Agreement Payments”) and benefits provided to, or for his the benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Executive under any other Company plan or a change in ownership agreement (such payments or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, benefits are collectively referred to as the “Total Payments”), ) 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”)) imposed under Section 4999 of the Internal Revenue Code of 1986, then as amended (the Executive will be entitled to receive an additional payment (a “Gross-Up PaymentCode”), such the Agreement Payments shall be reduced or eliminated if and to the extent necessary so that no Agreement Payment to be made to the net amount retained Executive shall be subject to the Excise Tax. Unless the Executive shall have given prior written notice specifying a different order to the Company to effectuate the foregoing, the Company shall reduce or eliminate the Agreement Payments, by first reducing or eliminating the portion of the Agreement Payments which are payable in cash and then by reducing or eliminating non-cash payments, in each case in reverse order beginning with Agreement Payments which are to be paid the farthest in time from the Determination (as hereinafter defined). Any notice given by the Executive, after deduction and/or payment Executive pursuant to the preceding sentence shall take precedence over the provisions of any Excise Tax on the Payments and the Gross-Up Payment and any federalother plan, state and local income tax on the Gross-Up Payment (including any interest arrangement or penalties, other than interest and penalties imposed by reason of agreement governing the Executive’s failure rights and entitlements to file timely a tax return any benefits or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Paymentscompensation. (b) An initial The determination of whether the Agreement Payments shall be reduced or eliminated as to whether a Gross-Up Payment is required pursuant to this Agreement provided in Section 6(a) above and the amount of such Gross-Up Payment reduction shall be made made, at the Company’s expense expense, by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five fifteen (15) business days of the Termination Date Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Total Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to the Total Payments, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination that no Excise Tax will be imposed with respect to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”)Total Payments. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) belowExecutive. (c) As a result of Notwithstanding anything contained in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code")) to the Executive Protected Officer or for his benefit Protected Officer's benefit, paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his Protected Officer's employment with the Company or a change Change in ownership Control (a "Payment" or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Code Section 4999 of the Code 4999, or any interest or penalties are incurred by the Executive Protected Officer 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 Executive Protected Officer will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Protected Officer of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, penalties (other than interest and penalties imposed by reason of the Executive’s Protected Officer's failure to file timely a tax return or pay taxes shown due on his Protected Officer's return, ) imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, Protected Officer retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at by the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm Company shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to the Company and the Executive Protected Officer within five fifteen (15) days of the Termination Date Date, if applicable, or such other time as requested by the Executive Protected Officer (provided the Executive Protected Officer reasonably believes that any of the Payments may be subject to the Excise Tax) and if ). If requested by Protected Officer, the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it Company shall furnish Protected Officer, at the Executive Company's expense, with an opinion reasonably acceptable to Protected Officer from the Executive Company's accounting firm (or an accounting firm of equivalent stature reasonably acceptable to such effectProtected Officer) that there is a reasonable basis for the Determination. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Any Gross-Up Payment, if any, as Payment determined pursuant to this Paragraph 5(bSection 5.3(b) shall be paid by the Company to the Executive Protected Officer within five (5) days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “"Excess Payment”") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). . (1) An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive Protected Officer from any governmental taxing authority that the Executive’s Protected Officer's tax liability (whether in respect of the Executive’s Protected Officer's current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, or (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction). If an Underpayment occurs, the Executive Protected Officer shall promptly notify the Company and the Company shall promptly, but in any event, event at least five (5) days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive Protected Officer an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s Protected Officer's failure to file timely a tax return or pay taxes shown due on the Executive’s Protected Officer's return) imposed on the Underpayment. . (2) An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive Protected Officer had previously received a Gross-Up Payment. A “"Final Determination” " shall be deemed to have occurred when the Executive Protected Officer has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s Protected Officer's tax liability by reason of the Excess Excise Payment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive Protected Officer and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the statute of limitations with respect to the Executive’s Protected Officer's applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay Protected Officer, which loan Protected Officer must repay to the Company on demand (but not less than 10 days after together with interest at the determination of such Excess Payment applicable federal rate under Code Section 7872(f)(2); provided, that no loan shall be deemed to have been made and written notice has been delivered no amount will be payable by Protected Officer to the Executive) Company unless, and only to the extent that, the deemed loan and payment would either reduce the amount on which Protected Officer is subject to tax under Code Section 4999 or generate a refund of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in tax imposed under Code Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company4999.

Excise Tax Payments. (a) If any payment or benefit (within Notwithstanding anything in the meaning of Section 280G(b)(2) Agreement to the contrary, in the event of the Codedetermination (as hereinafter provided) that any required payment by the Company to or for benefit of the Executive or for his benefit (whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” individually and collectively, the “Payments”"Payment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by successor provision thereto (the "Excise Tax"), 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 Executive will shall be entitled to receive an additional payment or payments (a “Gross-Up individually or collectively, "Tax Assistance Payment”"), which shall include an amount such that the net amount retained by the Executivethat, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment Executive pays (1) all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes)) and (2) any Excise Tax (including interest and penalties with respect thereto) imposed upon the Tax Assistance Payment, shall be the Executive retains so much of the Tax Assistance Payment as is equal to the PaymentsExcise Tax (including interest and penalties with respect thereto) imposed on the Payment. (b) An initial determination as Subject to the provisions hereinafter concerning the provision of notice of a claim by the Internal Revenue Service, all determinations required to be made under these provisions, including whether a Gross-Up Payment an Excise Tax is payable by the Executive, the amount of such Excise Tax and whether the Company is required pursuant to this Agreement pay the Executive a Tax Assistance Payment and the amount of such Gross-Up Payment Tax Assistance Payment, if any, shall be made at by the Company’s expense by an 's independent accountants or such other nationally recognized accounting firm selected retained by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “"Accounting Firm”"). The Company shall direct the Accounting Firm shall provide to submit its determination (the “Determination”), together with and detailed supporting calculations to both the Executive and documentation to the Company within thirty (30) days after the payment or provision of any benefit that could give rise to an Excise Tax and the Executive within five days of the Termination Date if applicable, or any such other time or times as requested by the Executive (provided or the Executive reasonably believes that any of the Payments Company may be subject to the Excise Tax) and if request. If the Accounting Firm determines that no any Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive Company shall have pay the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company required Tax Assistance Payment to the Executive within five ten (10) business days of after the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in Company receives such determination and calculations with respect to any way affect Payment to the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As Any federal tax returns the Executive files shall be prepared and filed on a result basis consistent with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. If the Accounting Firm determines that the Executive is required to pay no Excise Tax, it shall (at the same time it makes such determination) furnish the Executive and the Company an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. However, in view of the uncertainty in the concerning application of Sections Section 4999 and 280G of the CodeCode (or any successor provision thereto) at the time of any determination made hereunder by the Accounting Firm, it is possible that a Gross-Up Tax Assistance Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which that should have been paid made by the Company will not have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event the Company exhausts or fails to pursue its remedies pursuant to the provisions concerning notice of a claim by the Internal Revenue Service, and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct the Accounting Firm to determine the amount of the Underpayment and to submit its determination and detailed supporting calculations as promptly as possible both to the Executive and to the Company, which shall pay the amount of such Underpayment to the Executive or for the Executive's benefit within ten (10) business days following the Company's receipt of such determination and calculations. (d) Each of the Executive and the Company shall provide the Accounting Firm access to and copies of any books, records and documents in the Executive's or its possession, as the case may be, reasonably requested by the Accounting Firm, and shall otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination and calculations required or contemplated hereunder. (e) The Company shall bear the fees and expenses of the Accounting Firm for services hereunder. If, for any reason, the Executive initially pays such fees and expenses, the Company shall reimburse the Executive the full amount of the same within ten (10) business days following receipt from the Executive of a statement and reasonable evidence of the Executive's payment thereof. (f) The Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the Company to pay a Tax Assistance Payment. The Executive shall give such notification as promptly as practicable, but in no event later than the tenth (10th) business day next following the Executive's receipt of such claim, and the Executive further shall apprise the Company of the nature of such claim and the date on which it is required to be paid (an “Underpayment”in each case, to the extent known to the Executive). An Underpayment The Executive shall be deemed not pay or otherwise satisfy such claim prior to have occurred the earlier of (a) the expiration of the thirty (30)-calendar-day period next following the date on which the Executive gives notice to the Company or (b) the date any payment of the amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) upon notice (formal provide the Company any written records or informal) to the Executive from any governmental taxing authority that documents in the Executive’s tax liability 's possession relating to such claim and reasonably requested by the Company; (whether ii) take such action in connection with contesting such claim as the Company reasonably shall request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the Executive’s current taxable year subject matter and reasonably selected by the Company; (iii) cooperate with the Company in good faith in order effectively to contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim, provided, however, that the Company directly shall bear and pay all costs and expenses (including without limitation, interest and penalties) incurred in connection with such contest and shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from and against any and all Excise Tax or income tax (including without limitation, interest and penalties with respect thereto), imposed as a result of such claim and payment of costs and expenses. Without limiting the foregoing, the Company shall control all proceedings taken in connection with the contest of any claim contemplated by these provisions and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any prior taxable year) may be increased by reason permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and to xxx for a refund, the Company shall advance the amount of such payment to the Executive, and pay on a current basis all costs of litigation, including without limitation attorneys' fees, on an interest-free basis and shall agree to and shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including without limitation, interest and penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the imposition statute of limitations relating to payment of taxes for the Excise Tax on a Payment or Payments Executive's taxable year with respect to which the Company has failed contested amount is claimed to make be due is limited solely to such contested amount. Furthermore, the Company's control of any such contested claim shall be limited to issues with respect to which a sufficient Gross-Up PaymentTax Assistance Payment would be payable hereunder, and the Executive shall be entitled to settle or to contest, as the case may be, any other issue(s) raised by the Internal Revenue Service or any other taxing authority. (iig) upon a determination by a courtIf, (iii) by reason of a determination after the Executive receives an amount advanced by the Company pursuant to provisions of the last full paragraph, the Executive receives any refund with respect to such claim, the Executive shall (which shall include subject to the position taken Company's complying with any applicable provisions of the same paragraph) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive receives such an amount advanced by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds that the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations shall not be entitled to any refund with respect to such claim and the Executive’s applicable tax return has expired. If an Excess Payment is determined Company does not notify the Executive in writing of its intent to have been madecontest such denial of refund prior to expiration of thirty (30) calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Excess Tax Assistance Payment shall be treated as a loan by the Company is required to pay the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.hereunder. V. MISCELLANEOUS PROVISIONS

Excise Tax Payments. (a) If A. Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code) "), or distribution to the Executive or for his the benefit of the Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter penalties collectively referred to as the “"Excise Tax”"), then the Executive will Employee shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all such taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax imposed upon the Gross-Up Payment equal to the Excise Tax impose upon the Payments; PROVIDED, that the Employee shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Employee in bad faith. (b) B. An initial determination shall be made by an accounting firm mutually agreeable to the Company and the Employee and, if not agreed to within ten days after the date of termination, a national independent accounting firm selected by the Employee (the "Accounting Firm") as to whether a Gross-Up Payment is required pursuant to this Agreement Section 13 and the amount of such Gross-Up Payment Payment. To permit the Accounting Firm to make the initial determination, the Company shall furnish the Accounting Firm with all information reasonably required for such firm to complete such determination as soon as practicable after the date of termination, but in no event more than twenty-five (25) days thereafter. All fees, costs and expenses (including), but not limited to, the cost of retaining experts) of the Accounting Firm shall be made at the Company’s expense by an accounting firm selected borne by the Company and reasonably acceptable to the Executive which is designated Company shall pay such fees, costs and expenses as one of the four largest accounting firms in the United States (the “Accounting Firm”)they become due. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation calculations, reasonably acceptable both to the Company and the Executive Employee within five thirty (30) days of the Termination Date date of termination, if applicable, or such other time as requested by the Executive Company or by the Employee (provided the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 13(b) shall be paid by the Company to the Executive Employee within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Employee with respect to a Payment or Payments, it shall furnish the Employee with an opinion reasonably satisfactory to the Employee that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive Employee subject to the application of Section 5(c) below13(c). (c) C. As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred upon a "Final Determination" (ias hereinafter defined) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Employee (whether in respect of the Executive’s then current taxable year of the Employee or in respect of any prior taxable yearyear of the Employee) may will be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed (or shall be reduced) upon a Payment or Payments (or portion thereof) with respect to which the Executive Employee had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when (i) in the Executive case of an Overpayment, the Employee has received from the applicable government taxing tax liability authority a refund of taxes taxed or other reduction in the Executive’s his tax liability by reason imposed as a result of a Payment or, in the Excess case of an Underpayment, the Employee receives notice from a competent governmental authority that his tax liability imposed as a result of a Payment will be increased, and (ii) in the case of an Overpayment or an Underpayment, upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive Employee and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s Employee's applicable tax return has expired. If an Excess Underpayment occurs, the Employee shall promptly notify the Company and the Company shall promptly pay to the Employee an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus an interest and penalties imposed on the Underpayment (other than interest and penalties attributable to any action or omission by the Employee in bad faith). If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive Employee and the Executive Employee shall, within ten (10) business days of the occurrence of such Overpayment, pay the Company the amount of the Overpayment, with interest computed in the same manner as for an Underpayment. D. Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excess Payment plus interest at an annual rate equal to Excise Tax that the Applicable Federal Rate provided for in Section 1274(d) of the Code Company has actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) 8.1 Notwithstanding anything contained in this Agreement to the Executive contrary, to the extent that the payments and benefits provided under this Agreement and benefits provided to, or for his the benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Executive under any other Company plan or a change in ownership agreement (such payments or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, benefits are collectively referred to as the “Payments”), ) would be subject to the excise tax (the “Excise Tax”) imposed by under Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), the Payments shall be reduced (but not below zero) if and to the extent necessary so that no Payment to be made or any interest or penalties are incurred by benefit to be provided to the Executive with respect shall be subject to such excise tax the Excise Tax (such excise tax, together with any such interest and penalties, are reduced amount is hereinafter collectively referred to as the “Excise TaxLimited Payment Amount”), then . Unless the Executive will shall have given prior written notice specifying a different order to the Company to effectuate the Limited Payment Amount, the Company shall reduce or eliminate the Payments, by first reducing or eliminating those payments or benefits which are not payable in cash and then by reducing or eliminating cash payments, in each case in reverse order beginning with payments or benefits which are to be entitled to receive an additional payment paid the farthest in time from the “Determination” (a “Gross-Up Payment”as hereinafter defined), such that the net amount retained . Any notice given by the Executive, after deduction and/or payment Executive pursuant to the preceding sentence shall take precedence over the provisions of any Excise Tax on the Payments and the Gross-Up Payment and any federalother plan, state and local income tax on the Gross-Up Payment (including any interest arrangement or penalties, other than interest and penalties imposed by reason of agreement governing the Executive’s failure 's rights and entitlements to file timely a tax return any benefits or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Paymentscompensation. (b) 8.2 An initial determination as to whether a Gross-Up the Payments shall be reduced to the Limited Payment is required Amount pursuant to this Agreement the Plan and the amount of such Gross-Up Limited Payment Amount shall be made at the Company’s expense by an accounting firm at the Company's expense selected by the Company and reasonably acceptable to the Executive which is designated as one of the four six largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation documentation, to the Company and the Executive within five (5) days of the Termination Date Date, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) ), and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an opinion opinion, at the Company's expense, reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten (10) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) 8.3 below. (c) 8.3 As a result of the uncertainty in the application of Sections 4999 and 280G 28OG of the Code, it is possible that a Gross-Up Payment (the Payments to be made to, or a portion thereof) provided for the benefit of, the Executive either have been made or will not be made by the Company which, in either case, will be paid which should not have been paid inconsistent with the limitations provided in Section 8.1 (hereinafter referred to as an “Excess Payment”) ” or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”, respectively). An Underpayment If it is established pursuant to a final determination of a court, or an Internal Revenue Service (the “IRS”) proceeding which has been finally and conclusively resolved, that an Excess Payment has been made, such Excess Payment shall be deemed for all purposes to have occurred be a loan to the Executive made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company, on demand (but not less than thirty (30) days after written notice is received by the Executive), together with interest on the Excess Payment at the “Applicable Federal Rate” (as defined in Section 1274(d) of the Code) from the date of the Executive's receipt of such Excess Payment until the date of such repayment. In the event that it is determined by (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentAccounting Firm, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, or together with its consolidated group, on its federal income tax return) or the IRS, (ivii) pursuant to a determination by a court, or (iii) upon the resolution of the Dispute to the Executive’s satisfaction. If 's satisfaction of the Dispute, that an Underpayment occurshas occurred, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay an amount equal to the date on which the applicable government taxing authority has requested payment, pay Underpayment to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties within thirty (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return30) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the determination or resolution, together with interest on such amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was such amount would have been paid to the Executive until the date of repayment payment. 8.4 The Company represents and warrants that this Agreement and all payments and benefits associated with it are in compliance with Section 409A of the Internal Revenue Code. However, if the Company is found not to be in compliance with Section 409(A) in the future, and this noncompliance results in any excise tax or penalty being born by you, the Company will fully reimburse you within thirty (30) days of any tax and/or penalty you may incur. Notwithstanding the above, in the event of a determination that any payment or benefit associated with this Agreement is not compliant with the provisions of Section 409A of the Internal Revenue Code, the Company agrees that it will modify this Agreement to make it compliant with Section 409A and that it will make a good faith effort to maintain the value of the payments and benefits under this Agreement. 8.5 Notwithstanding anything contained in this Agreement to the Companycontrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities, as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (ai) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) that is provided for hereunder (other than the payment provided for in this Section 6(e)(i)) to the Executive be paid to or for his the benefit paid of Employee (including, without limitation, the payments or payable or distributed or distributable pursuant to the terms benefits provided for under any provision of this Agreement Section 6) or otherwise in connection withpayments or benefits under any other plan, agreements or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets arrangement between Employee and Employer (each a “Payment” and collectively, the or “Payments”), would be determined or alleged to be subject to the an excise or similar purpose tax imposed by pursuant to Section 4999 of the Code or any successor or other comparable federal, state, or local tax laws or any interest or penalties are incurred by the Executive Employee with respect to such excise or similar purpose tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”) Employer shall pay to Employee such additional compensation as is necessary (after taking into account all federal, state and local taxes (including any interest and penalties imposed with respect to such taxes), then including any income or Excise Tax, payable by Employee as a result of the Executive will be entitled to receive an receipt of such additional payment compensation) (a “Gross-Up Payment”), such that ) to place Employee in the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Grosssame after-Up Payment and any tax position (including federal, state and local income tax on the Gross-Up Payment (including any interest taxes) Employee would have been in had no such Excise Tax been paid or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Paymentsincurred. (bii) An initial determination All mathematical determinations, and all determinations as to whether any of the Total Payments are “parachute payments” (within the meaning of Section 280G of the Code), that are required to be made under this Section 6(e), including determinations as to whether a Gross-Up Payment is required pursuant to this Agreement required, and the amount of such Gross-Up Payment Payment, shall be made at the Company’s expense by an independent accounting firm selected by the Company and reasonably acceptable to Employee from among the Executive which is designated as one of the four six (6) largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm , which shall provide its determination (the “Determination”), together with detailed supporting calculations regarding the amount of any Gross-Up Payment and documentation any other relevant matter, both to the Company Employer and the Executive within five Employee by no later than ten (10) days of following the Termination Date Date, if applicable, or such other earlier time as is requested by Employer or the Executive Employee (provided if the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if ). If the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveEmployee, it shall furnish the Executive Employee and Employer with an opinion reasonably acceptable a written statement that such Accounting Firm has concluded that no Excise Tax is payable (including the reasons therefor) and that the Employee has substantial authority not to report any Excise Tax on her federal income tax return. If a Gross-Up Payment is determined to be payable, it shall be paid to the Executive to such effect. Within ten Employee within twenty (20) days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute after the Determination (and all accompanying calculations and other material supporting the “Dispute”)Determination) is delivered to Employer by the Accounting Firm. The cost of obtaining the Determination shall be borne by Employer, any determination by the Accounting Firm shall be binding upon Employer and the Employee, absent manifest error. Without limiting the obligation of Employer hereunder, Employee agrees, in the event that Employer makes a Gross-Up PaymentPayment to cover any Excise Tax, if anyto negotiate with Employer in good faith with respect to procedures reasonably requested by Employer which would afford Employer the ability to contest the imposition of such Excise Tax; provided, as determined pursuant however, that Employee will not be required to this Paragraph 5(b) shall be paid by afford Employer any right to contest the Company applicability of any such Excise Tax to the Executive within five days of extent that Employee reasonably determines (based upon the receipt opinion of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance ) that such contest is inconsistent with the Determination. Upon the final resolution overall tax interest of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) belowEmployee. (ciii) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (iA) upon notice (formal or informal) to the Executive Employee from any governmental taxing authority that the ExecutiveEmployee’s tax liability (whether in respect of the ExecutiveEmployee’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company Employer has failed to make a sufficient Gross-Up Payment, (iiB) upon a determination by a court, (iiiC) by reason of a determination by the Company Employer (which shall include the position taken by the CompanyEmployer, together with its consolidated group, on its federal income tax return) or (ivD) upon the resolution of the Dispute to the ExecutiveEmployee’s satisfaction. If an Underpayment occurs, the Executive Employee shall promptly notify the Company Employer and the Company Employer shall promptly, but in any event, at least five (5) days prior to the date on which the applicable government governmental taxing authority has requested payment, pay to the Executive Employee an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the ExecutiveEmployee’s failure to file a timely a tax return or pay taxes shown due on the ExecutiveEmployee’s returnreturn where such failure is not due to Employer’s actions or omissions) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or a portion thereof) with respect to which the Executive Employee had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive Employee has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the ExecutiveEmployee’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive Employee and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the ExecutiveEmployee’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company Employer to the Executive Employee and the Executive Employee shall pay to the Company Employer on demand (but not less than 10 ten (10) days after the determination of such Excess Payment and written notice has been delivered to the ExecutiveEmployee) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive Employee until the date of repayment of the Excess Payment to Employer. (iv) Notwithstanding anything contained in this Section 6 to the Companycontrary, in the event that, according to the Final Determination, an Excise Tax will be imposed on any Payment or Payments, Employer shall pay to the applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excise Tax that Employer has actually withheld from the Payment or Payments.

Excise Tax Payments. In the event that Executive becomes entitled to the benefits described in this Agreement (a) If "Severance Payments"), if any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), would Severance Payments will be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any interest similar federal or penalties are incurred by the Executive with respect to such excise tax (such state excise tax, together with any such interest and penaltiesHuntington shall pay to Executive at the time specified in Section 2(d) above, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive an additional payment amount (a “the "Gross-Up Payment”), ") such that the net amount retained by the Executive, Executive after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment Tax, and any federal, state and local income tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes)itself, shall be equal to the Payments.amount of the Severance Payments stated herein. For purposes of determining whether any of the Severance Payments will be subject to the Excise Tax and the amount of such Excise Tax: (a) any other payments or benefits received or to be received by Executive in connection with a Change in Control of Huntington or the termination of employment (whether pursuant to the terms of this Agreement or of any other plan, arrangement or agreement with Huntington, or with any Person whose actions result in a Change in Control or with any other Person affiliated with Huntington or such Person) shall be treated as "parachute payments" within the meaning of Section 280G(b)(2) of the Code, and all "excess parachute payments" within the meaning of Section 280G(b)(1) shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by Huntington's independent auditors and acceptable to Executive, other payments or benefits (in whole or in part) do not constitute parachute payments, or such excess parachute payments (in whole or in part) represent reasonable compensation for services actually rendered within the meaning of Section 280G(b)(4) of the Code; (b) An initial determination the amount of the Severance Payments which shall be treated as subject to whether a the Excise Tax shall be equal to the lesser of (i) the total amount of the Severance Payments or (ii) the amount of excess parachute payments within the meaning of Sections 280G(b)(1) and (4) (after applying clause (a), above); and (c) the value of any noncash benefits or any deferred payment or benefit shall be determined by Huntington's independent auditors in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the Gross-Up Payment, Executive shall be deemed to pay federal income taxes at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is required pursuant to this Agreement be made and state and local income taxes at the amount highest marginal rates of taxation in the state and locality of Executive's residence on the date of termination, net of the maximum reduction in federal income taxes which could be obtained from deduction of such Gross-Up Payment shall be made at state and local taxes. If the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by subsequently determined to be less than the amount taken into account hereunder at the time of termination of employment, Executive as provided shall repay to Huntington, at the time the reduction in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the ExecutiveExcise Tax is finally determined, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days portion of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay attributable to the Executive any additional amount required by such resolutionreduction. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect is determined to which exceed the Company has failed to amount taken into account hereunder at the time of termination of employment, Huntington shall make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to Executive in respect of such excess at the time the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination such excess is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companydetermined.

Excise Tax Payments. (ai) If Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or benefit (within distribution by the meaning of Section 280G(b)(2) of the Code) Company to the Executive or for his the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection withotherwise, or arising out of, his employment with the Company or but determined without regard to any additional payments required under this Section 5) (a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “Payments”), ") would be subject to the excise tax imposed by Section 4999 of the Code 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 Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Subsection 5(i), if it is determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (bii) An initial determination as Subject to the provisions of Subsection 5(iii), all determinations required to be made under this Section 5, including whether and when a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made at the Company’s expense by an PricewaterhouseCoopers or such other certified public accounting firm selected as may be designated by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “"Accounting Firm”). The Accounting Firm ") which shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation both to the Company and the Executive within five 15 business days of the Termination Date if applicablereceipt of notice from Executive that there has been a Payment, or such other earlier time as is requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if Company. If the Accounting Firm determines that no Excise Tax is payable serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effectCompany. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Any Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) Section 5, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s 's determination. The existence of Any determination by the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination Accounting Firm shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below. (c) Executive. As a result of the uncertainty in the application of Sections Section 4999 and 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Subsection 5(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (iii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (a) give the Company any information reasonable requested by the Company relating to such claim, (b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (c) cooperate with the Company in good faith in order effectively to contest such claim, and (d) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Subsection 5(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (iv) If, after the receipt by Executive of an amount advanced by the Company pursuant to Subsection 5(iii), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Subsection 5(iii) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by Executive of an amount advanced by the Company pursuant to Subsection 5(iii), a portion determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof) will be paid which should not have been paid (an “Excess Payment”) or a , the amount of Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall required to be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companypaid.

Excise Tax Payments. (ai) If Anything in this Agreement to the contrary ------------------- notwithstanding and except as set forth below, if it is determined that any payment or benefit (within distribution by the meaning of Section 280G(b)(2) of the Code) Company to the Executive or for his the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection withotherwise, or arising out of, his employment with the Company or but determined without regard to any additional payments required under this Section 5) (a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “Payments”), ") would be subject to the excise tax imposed by Section 4999 of the Code 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 Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Subsection 5(i), if it is determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the "Reduced Amount") such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (bii) An initial determination as Subject to the provisions of Subsection 5(iii), all determinations required to be made under this Section 5, including whether and when a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made at the Company’s expense by an PricewaterhouseCoopers or such other certified public accounting firm selected as may be designated by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “"Accounting Firm”). The Accounting Firm ") which shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation both to the Company and the Executive within five 15 business days of the Termination Date if applicablereceipt of notice from Executive that there has been a Payment, or such other earlier time as is requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if Company. If the Accounting Firm determines that no Excise Tax is payable serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effectCompany. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Any Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) Section 5, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s 's determination. The existence of Any determination by the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination Accounting Firm shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below. (c) Executive. As a result of the uncertainty in the application of Sections Section 4999 and 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made ("Underpayment"), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Subsection 5(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (iii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (a) give the Company any information reasonable requested by the Company relating to such claim, (b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (c) cooperate with the Company in good faith in order effectively to contest such claim, and (d) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Subsection 5(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (iv) If, after the receipt by Executive of an amount advanced by the Company pursuant to Subsection 5(iii), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of Subsection 5(iii) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by Executive of an amount advanced by the Company pursuant to Subsection 5(iii), a portion determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof) will be paid which should not have been paid (an “Excess Payment”) or a , the amount of Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall required to be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companypaid.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), 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 Executive will be entitled to receive an additional payment (a “Gross-Up Payment”), such that the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.

Excise Tax Payments. (ai) If Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or benefit (within distribution by the meaning of Section 280G(b)(2) of the Code) Company to the Executive or for his the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection withotherwise, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets but determined without regard to any additional payments required under this Section 5) (each a “Payment” and collectively, the “Payments”), ) would be subject to the excise tax imposed by Section 4999 of the Code 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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this Subsection 5(i), if it is determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to Executive and the Payments, in the aggregate, shall be reduced to the Reduced Amount. (bii) An initial determination as Subject to the provisions of Subsection 5(iii), all determinations required to be made under this Section 5, including whether and when a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made at the Company’s expense by an PricewaterhouseCoopers or such other certified public accounting firm selected as may be designated by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm ) which shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation both to the Company and the Executive within five 15 business days of the Termination Date if applicablereceipt of notice from Executive that there has been a Payment, or such other earlier time as is requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if Company. If the Accounting Firm determines that no Excise Tax is payable serving as accountant or auditor for the individual, entity or group effecting the Change in Control, Executive shall appoint another nationally recognized accounting firm to make the determinations required hereunder (which accounting firm shall then be referred to as the Accounting Firm hereunder). All fees and expenses of the Accounting Firm shall be borne solely by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effectCompany. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Any Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) Section 5, shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of Any determination by the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination Accounting Firm shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below. (c) Executive. As a result of the uncertainty in the application of Sections Section 4999 and 280G of the CodeCode at the time of the initial determination by the Accounting Firm hereunder, it is possible that Gross-Up Payments which will not have been made by the Company should have been made (“Underpayment”), consistent with the calculations required to be made hereunder. If the Company exhausts its remedies pursuant to Subsection 5(iii) and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm shall determine the amount of the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. (iii) Executive shall notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require the payment by the Company of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten business days after Executive is informed in writing of such claim and shall apprise the Company of the nature of such claim and the date on which such claim is requested to be paid. Executive shall not pay such claim prior to the expiration of the 30-day period following the date on which it gives such notice to the Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (a) give the Company any information reasonable requested by the Company relating to such claim, (b) take such action in connection with contesting such claim as the Company shall reasonably request in writing from time to time, including, without limitation, accepting legal representation with respect to such claim by an attorney reasonably selected by the Company, (c) cooperate with the Company in good faith in order effectively to contest such claim, and (d) permit the Company to participate in any proceedings relating to such claim; provided, however, that the Company shall bear and pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest and shall indemnify and hold Executive harmless, on an after-tax basis, for any Excise Tax or income tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. Without limitation on the foregoing provisions of this Subsection 5(iii), the Company shall control all proceedings taken in connection with such contest and, at its sole option, may pursue or forgo any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or to contest the claim in any permissible manner, and Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall advance the amount of such payment to Executive, on an interest-free basis, and shall indemnify and hold Executive harmless, on an after-tax basis, from any Excise Tax or income tax (including interest or penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and further provided that any extension of the statute of limitations relating to payment of taxes for the taxable year of Executive with respect to which such contested amount is claimed to be due is limited solely to such contested amount. Furthermore, the Company’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder, and Executive shall be entitled to settle or contest, as the case may be, any other issue raised by the Internal Revenue Service or any other taxing authority. (iv) If, after the receipt by Executive of an amount advanced by the Company pursuant to Subsection 5(iii), Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of Subsection 5(iii) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by Executive of an amount advanced by the Company pursuant to Subsection 5(iii), a portion determination is made that Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of its intent to contest such denial of refund prior to the expiration of 30 days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of such advance shall offset, to the extent thereof) will be paid which should not have been paid (an “Excess Payment”) or a , the amount of Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall required to be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companypaid.

Excise Tax Payments. (a) If In the event that any payment or benefit (within the meaning of Section 280G(b)(228OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code) ")), paid or payable to the Executive Employee or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change Change in ownership or effective control Control of the Company (a "Payment" or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s Employee's failure to file timely a tax return or pay taxes shown as due on his return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company Employee and reasonably acceptable to the Executive Company which is designated as one of the four ten (10) largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to the Company and the Executive within five days Employee promptly following the date of termination of the Termination Date Employee's employment, if applicable, or such other time as requested by the Executive (provided Company or the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”)Employee. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 19(b) shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm’s determinationDetermination. The existence In the event that the tax returns of either Employee or the Dispute Company are audited with respect to this issue, the same accounting firm shall not be retained in connection with the audit and any way affect appeal, and the Executive’s right to receive amount of the Gross-Up Payment in accordance with the Determination. Upon shall be subject to revision, depending upon the final resolution outcome of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) belowaudit. (c) As a result of Notwithstanding anything contained in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If any payment or benefit (within Notwithstanding anything in the meaning of Section 280G(b)(2) Agreement to the contrary, in the event of the Codedetermination (as hereinafter provided) that any required payment by the Company to or for benefit of the Executive or for his benefit (whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” individually and collectively, the “PaymentsPayment”), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by the Executive with respect to such excise tax successor provision thereto (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment or payments (a individually or collectively, “Gross-Up Tax Assistance Payment”), which shall include an amount such that the net amount retained by the Executivethat, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment Executive pays (1) all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes)) and (2) any Excise Tax (including interest and penalties with respect thereto) imposed upon the Tax Assistance Payment, shall be the Executive retains so much of the Tax Assistance Payment as is equal to the PaymentsExcise Tax (including interest and penalties with respect thereto) imposed on the Payment. (b) An initial determination as Subject to the provisions hereinafter concerning the provision of notice of a claim by the Internal Revenue Service (“IRS”), all determinations required to be made under these provisions, including whether a Gross-Up Payment an Excise Tax is payable by the Executive, the amount of such Excise Tax and whether the Company is required pursuant to this Agreement pay the Executive a Tax Assistance Payment and the amount of such Gross-Up Payment Tax Assistance Payment, if any, shall be made at by the Company’s expense by an independent accountants or such other nationally recognized accounting firm selected retained by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Company shall direct the Accounting Firm shall provide to submit its determination (the “Determination”), together with and detailed supporting calculations to both the Executive and documentation to the Company within 30 days after the payment or provision of any benefit that could give rise to an Excise Tax and the Executive within five days of the Termination Date if applicable, or any such other time or times as requested by the Executive (provided or the Executive reasonably believes that any of the Payments Company may be subject to the Excise Tax) and if request. If the Accounting Firm determines that no any Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive Company shall have pay the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company required Tax Assistance Payment to the Executive within five 10 business days of after the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in Company receives such determination and calculations with respect to any way affect Payment to the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As Any federal tax returns the Executive files shall be prepared and filed on a result basis consistent with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. If the Accounting Firm determines that the Executive is required to pay no Excise Tax, it shall (at the same time it makes such determination) furnish the Executive and the Company an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive’s federal income tax return. However, in view of the uncertainty in the concerning application of Sections Section 4999 and 280G of the CodeCode (or any successor provision thereto) at the time of any determination made hereunder by the Accounting Firm, it is possible that a Gross-Up Tax Assistance Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which that should have been paid made by the Company will not have been paid made (an “Underpayment”), consistent with the calculations required to be made hereunder. An In the event the Company exhausts or fails to pursue its remedies pursuant to the provisions concerning notice of a claim by the IRS, and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct the Accounting Firm to determine the amount of the Underpayment and to submit its determination and detailed supporting calculations as promptly as possible both to the Executive and to the Company, which shall pay the amount of such Underpayment to the Executive or for the Executive’s benefit within 10 business days following the Company’s receipt of such determination and calculations. (d) Each of the Executive and the Company shall provide the Accounting Firm access to and copies of any books, records and documents in the Executive’s or its possession, as the case may be, reasonably requested by the Accounting Firm, and shall otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination and calculations required or contemplated hereunder. (e) The Company shall bear the fees and expenses of the Accounting Firm for services hereunder. If, for any reason, the Executive initially pays such fees and expenses, the Company shall reimburse the Executive the full amount of the same within 10 business days following receipt from the Executive of a statement and reasonable evidence of the Executive’s payment thereof. (f) The Executive shall notify the Company in writing of any claim by the IRS that, if successful, would require the Company to pay a Tax Assistance Payment. The Executive shall give such notification as promptly as practicable, but in no event later than the 10th business day next following the Executive’s receipt of such claim, and the Executive further shall apprise the Company of the nature of such claim and the date on which it is required to be deemed paid (in each case, to have occurred the extent known to the Executive). The Executive shall not pay or otherwise satisfy such claim prior to the earlier of (a) the expiration of the 30 calendar day period next following the date on which the Executive gives notice to the Company or (b) the date any payment of the amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) upon notice (formal provide the Company any written records or informal) to the Executive from any governmental taxing authority that documents in the Executive’s tax liability possession relating to such claim and reasonably requested by the Company; (whether ii) take such action in connection with contesting such claim as the Company reasonably shall request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the Executive’s current taxable year subject matter and reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim, provided, however, that the Company directly shall bear and pay all costs and expenses (including without limitation, interest and penalties) incurred in connection with such contest and shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from and against any and all Excise Tax or income tax (including without limitation, interest and penalties with respect thereto), imposed as a result of such claim and payment of costs and expenses. Without limiting the foregoing, the Company shall control all proceedings taken in connection with the contest of any claim contemplated by these provisions and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive’s own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any prior taxable year) may be increased by reason permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and to xxx for a refund, the Company shall advance the amount of such payment to the Executive, and pay on a current basis all costs of litigation, including without limitation attorneys’ fees, on an interest-free basis and shall agree to and shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including without limitation, interest and penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the imposition statute of limitations relating to payment of taxes for the Excise Tax on a Payment or Payments Executive’s taxable year with respect to which the Company has failed contested amount is claimed to make be due is limited solely to such contested amount. Furthermore, the Company’s control of any such contested claim shall be limited to issues with respect to which a sufficient Gross-Up PaymentTax Assistance Payment would be payable hereunder, and the Executive shall be entitled to settle or to contest, as the case may be, any other issue(s) raised by the IRS or any other taxing authority. (iig) upon a determination by a courtIf, (iii) by reason of a determination after the Executive receives an amount advanced by the Company pursuant to provisions of the last full paragraph, the Executive receives any refund with respect to such claim, the Executive shall (which shall include subject to the position taken Company’s complying with any applicable provisions of the same paragraph) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive receives such an amount advanced by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds that the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations shall not be entitled to any refund with respect to such claim and the Executive’s applicable tax return has expired. If an Excess Payment is determined Company does not notify the Executive in writing of its intent to have been madecontest such denial of refund prior to expiration of 30 calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Excess Tax Assistance Payment shall be treated as a loan by the Company is required to pay the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyhereunder.

Excise Tax Payments. (ai) If Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or benefit (within distribution by the meaning of Section 280G(b)(2) of the Code) Company to the Executive or for his the benefit of Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection withotherwise, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets but determined without regard to any additional payments required under this Section 5) (each a “Payment” and collectively, the “Payments”), ) would be subject to the excise tax imposed by Section 4999 of the Code 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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and Excise Tax imposed upon the Gross-Up Payment, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial determination as . Notwithstanding the foregoing provisions of this Subsection 5(i), if it is determined that Executive is entitled to whether a Gross-Up Payment is required pursuant to this Agreement Payment, but that Executive, after taking into account the Payments and the Gross-Up Payment, would not receive a net after-tax benefit of at least $50,000 (taking into account both income taxes and any Excise Tax) as compared to the net after-tax proceeds to Executive resulting from an elimination of the Gross-Up Payment and a reduction of the Payments, in the aggregate, to an amount (the “Reduced Amount”) such that the receipt of such Payments would not give rise to any Excise Tax, then no Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive Payments, in the aggregate, shall pay be reduced to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the CompanyReduced Amount.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) distribution to the Executive or for his the benefit of Employee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the or “Payments”), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will Employee shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial A determination shall be made as to whether a and when Gross-Up Payment is required pursuant to this Agreement Paragraph 4.5 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as requested by the Executive Company or Employee (provided the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable ). Such determination shall be made by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination a national independent accounting firm selected by Employee (the “DisputeAccounting Firm”). All fees, costs and expenses including, but not limited to, the cost of retaining experts of the Accounting Firm, shall be borne by Company and Company shall pay such fees, costs and expenses as they become due. The Accounting Firm shall provide to Company and Employee detailed supporting calculations acceptable to Employee. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b4.5(b) shall be paid by the Company to the Executive Employee within five (5) business days of the receipt of the Accounting Firm’s determination. The existence If the Accounting Firm determines that no Excise Tax is payable by Employee with respect to a Payment or Payments, it shall furnish Employee with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive Employee subject to the application of Section 5(c) Paragraph 4.5(c), below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess PaymentOverpayment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive Employee to Employee from any governmental taxing authority that the Executive’s tax liability of Employee (whether in respect of the Executive’s then current taxable year of Employee or in respect of any prior taxable yearyear of Employee) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive Employee had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive Employee has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive Employee and such taxing authority, or if in the event a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved resolved, or the time for all appeals has expired expired; or (yii) the expiration of the statute of limitations with respect to the ExecutiveEmployee’s applicable tax return has expiredreturn. If an Excess Underpayment occurs, Employee shall promptly notify Company and Company shall pay to Employee at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to Employee and Employee shall, within ten (10) business days of the Executive and the Executive shall occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until the date of repayment Employee. (d) Notwithstanding anything contained in this Agreement to the Companycontrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, Company shall pay to the applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excise Tax that Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (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 Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the "Accounting Firm"). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Company and the Company shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s 's applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until the date of repayment Executive. (d) Notwithstanding anything contained in this Agreement to the Companycontrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) Internal Revenue Code of 1986, as amended or replaced (the "CODE")), or distribution to the Executive or for his the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "PAYMENT" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”"PAYMENTS"), 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 penalties collectively referred to as the “Excise Tax”"EXCISE TAX"), then the Executive will shall be entitled to receive an additional payment (a “Gross"GROSS-Up Payment”), UP PAYMENT") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all such taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; PROVIDED, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith. (b) An initial determination shall be made by an accounting firm mutually agreeable to the Company and the Executive and, if not agreed to within three days after the Date of Termination, a national independent accounting firm selected by the Executive (the "ACCOUNTING FIRM"), as to whether a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment Payment. To permit the Accounting Firm to make the initial determination the Company shall furnish the Accounting Firm with all information reasonably required for such firm to complete such determination as soon as practicable after the Date of Termination, but in no event more than fifteen (15) days thereafter. All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be made at the Company’s expense by an accounting firm selected borne by the Company and reasonably acceptable to the Executive which is designated Company shall pay such fees, costs and expense as one of the four largest accounting firms in the United States (the “Accounting Firm”)they become due. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation calculations, reasonable acceptable both to the Company and the Executive within five thirty (30) days of the Termination Date of Termination, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably satisfactory to the Executive that no Excise Tax will be imposed with respect to any such Payment or payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"OVERPAYMENT") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”"UNDERPAYMENT"). An Underpayment shall be deemed to have occurred upon a "Final Determination" (ias hereinafter defined) upon notice (formal or informal) to that the tax liability of the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may will be increased by reason of the imposition of the Excise Tax on a Payment or Payments payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a Final Determination "FINAL DETERMINATION" (as hereinafter defined) that the Excise Tax shall not be imposed (or shall be reduced) upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when (i) in the case of an Overpayment, the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason imposed as a result of a Payment will be increased, and (ii) in the Excess Payment and case of an Overpayment or an Underpayment, upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s 's applicable tax return has expired. If an Excess Underpayment occurs, the Executive shall promptly notify the company and the Company shall promptly pay to the Executive an additional Gross-Up Payment is determined equal o the amount of the Underpayment plus any interest and penalties imposed on the Underpayment (other than interest and penalties attributable to have been madeany action or omission by the Executive in bad faith). If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive executive shall, within ten (10) business days of the occurrence of such Overpayment, pay the Company the amount of the Overpayment, with interest computed in the same manner as for an Underpayment. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or payments, the Company shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excess Payment plus interest at an annual rate equal to Excise Tax that the Applicable Federal Rate provided for in Section 1274(d) of the Code Company has actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the "Code) ")), or distribution to the Executive or for his the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), 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 penalties collectively referred to as the “"Excise Tax”"), then the Executive will shall be entitled to receive an additional payment (a “"Gross-Up up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all such taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith. (b) An initial determination shall be made by an accounting firm mutually agreeable to the Company and the Executive and, if not agreed to within three days after the Date of Termination, a national independent accounting firm selected by the Executive (the "Accounting Firm"), as to whether a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment Payment. To permit the Accounting Firm to make the initial determination the Company shall furnish the Accounting Firm with all information reasonably required for such firm to complete such determination as soon as practicable after the Date of Termination, but in no event more than fifteen (15) days thereafter. All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be made at the Company’s expense by an accounting firm selected borne by the Company and reasonably acceptable to the Executive which is designated Company shall pay such fees, costs and expense as one of the four largest accounting firms in the United States (the “Accounting Firm”)they become due. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation calculations, reasonable acceptable both to the Company and the Executive within five thirty (30) days of the Termination Date of Termination, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably satisfactory to the Executive that no Excise Tax will be imposed with respect to any such Payment or payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred upon a "Final Determination" (ias hereinafter defined) upon notice (formal or informal) to that the tax liability of the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may will be increased by reason of the imposition of the Excise Tax on a Payment or Payments payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed (or shall be reduced) upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when (i) in the case of an Overpayment, the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason imposed as a result of a Payment will be increased, and (ii) in the Excess Payment and case of an Overpayment or an Underpayment, upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s 's applicable tax return has expired. If an Excess Underpayment occurs, the Executive shall promptly notify the company and the Company shall promptly pay to the Executive an additional Gross-Up Payment is determined equal o the amount of the Underpayment plus any interest and penalties imposed on the Underpayment (other than interest and penalties attributable to have been madeany action or omission by the Executive in bad faith). If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive executive shall, within ten (10) business days of the occurrence of such Overpayment, pay the Company the amount of the Overpayment, with interest computed in the same manner as for an Underpayment. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or payments, the Company shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excess Payment plus interest at an annual rate equal to Excise Tax that the Applicable Federal Rate provided for in Section 1274(d) of the Code Company has actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (aA) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code) ")), to the Executive Employee or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “" or "Payments”"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s Employee's failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (bB) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive Employee which is designated as one of the four five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to the Company and the Executive Employee within five ten days of the Termination Date if applicable, or such other time as requested by the Executive Company or by the Employee (provided the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveEmployee with respect to a Payment or Payments, it shall furnish the Executive Employee with an opinion reasonably acceptable to the Executive Employee that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten days of the delivery of the Determination to the ExecutiveEmployee, the Executive Employee shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b9(B) shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm’s 's determination. The existence of the Dispute shall not in any way affect the Executive’s Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive Employee any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive Employee subject to the application of Section 5(cParagraph 9(C) below. (cC) As a result of Notwithstanding anything in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code) ")), to the Executive IBCO or for his its benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with its services to the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “" or "Payments”"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive IBCO 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 Executive IBCO will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment IBCO of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s IBCO's failure to file timely a tax return or pay taxes shown due on his its return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, IBCO retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive IBCO which is designated as one of the four five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to the Company and the Executive IBCO within five days of the Termination Date Date, if applicable, or such other time as requested by the Executive Company or by IBCO (provided the Executive IBCO reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveIBCO with respect to a Payment or Payments, it shall furnish the Executive IBCO with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is IBCO that no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments imposed with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.respect

Excise Tax Payments. (a) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) ), to the Executive or for his his/her benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his his/her employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “" or "Payments”"), would be subject to the excise tax imposed by Section 4999 of the 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 as the “"Excise Tax”"), then the Executive will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s 's failure timely to file timely a tax return or pay taxes shown due on his his/her return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. For purposes of determining the amount of the Gross-Up Payment, the Executive shall be deemed to pay taxes at the Tax Rate applicable at the time of payment of the Gross-Up Payment. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four six largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment or Payments, it shall furnish the Executive with an a written opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s 's determination. The existence of the Dispute shall not in any way affect the Executive’s 's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section Paragraph 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “"Excess Payment”") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s 's tax liability (whether in respect of the Executive’s 's current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s 's satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s 's failure to file timely a tax return or pay taxes shown due on the Executive’s 's return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “"Final Determination” " shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s 's tax liability by reason of the Excess Excise Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s 's applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.

Excise Tax Payments. (a) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), 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 Executive will be entitled to receive an additional payment (a “Gross-Up Payment”), such that the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the Excise Tax that the Company has actually withheld from the Payment or Payments.

Excise Tax Payments. (aA) If In the event that any payment or benefit (within the meaning of Section 280G(b)(228OG(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code) ")), to the Executive Employee or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “" or "Payments”"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s Employee's failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (bB) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive Employee which is designated as one of the four five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to the Company and the Executive Employee within five ten days of the Termination Date if applicable, or such other time as requested by the Executive Company or by the Employee (provided the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveEmployee with respect to a Payment or Payments, it shall furnish the Executive Employee with an opinion reasonably acceptable to the Executive Employee that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten days of the delivery of the Determination to the ExecutiveEmployee, the Executive Employee shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b9(B) shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm’s 's determination. The existence of the Dispute shall not in any way affect the Executive’s Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive Employee any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive Employee subject to the application of Section 5(cParagraph 9(C) below. (cC) As a result of Notwithstanding anything in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), 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 Executive will be entitled to receive an additional payment (a “Gross-Up Payment”), such that the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income and employment tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.of

Excise Tax Payments. (aA) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) ), to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Amended Agreement or otherwise in connection with, or arising out of, his employment with the Company or (a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “Payments”), would be ") is 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 amount of the Payment net of all taxes other than the Excise Tax (the "Net Amount") shall be calculated. Executive will be entitled shall then receive, in addition to receive the Payment, an additional payment (a “the "Gross-Up Payment”"), which shall be an amount such that the net amount retained by the Executivethat, after deduction and/or payment of any all taxes (including the Excise Tax Tax) on the Payments Payment and the Gross-Up Payment and any federalPayment, state and local income tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), Executive shall be retain an amount equal to the PaymentsNet Amount. (bB) An initial determination as to whether a Gross-Up Payment is required pursuant to this Amended Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to the Company and the Executive within five ten days of the Termination Date date Executive's employment terminates if applicable, or such other time as requested by the Company or by Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) abovewith respect to a Payment, it shall furnish the Executive with an opinion reasonably acceptable to the Executive that no Excise Tax will be imposed with respect to any such effectPayment. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) Section 12.5 shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s 's determination. The existence of the Dispute shall not in any way affect the Executive’s 's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the 18 Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c(C) below. (cC) As a result Notwithstanding anything in this Amended Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment, Company shall pay to the applicable government taxing authorities as Excise Tax withholding, the amount of the uncertainty in Excise Tax that the application of Sections 4999 Company has actually withheld from the Payment and 280G of the CodeGross-Up Payment, it as applicable. (D) If Executive is possible that subject to taxation under a non-United States taxing authority and an excise tax similar to the Excise Tax is imposed on any Payment by such non-United States taxing authority, then Executive shall be entitled to receive a Gross-Up Payment (or a portion thereofas calculated pursuant to Section 12.5(a) will be paid which should not have been paid (an “Excess Payment”) or a Grossabove, based upon the lesser of such non-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s United States excise tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of imposed and the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals would have been taken and finally resolved or imposed had the time for all appeals has expired or (y) the statute of limitations with respect Payment been subject to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the CompanyUnited States taxation.

Excise Tax Payments. (a) If any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), 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 Executive will be entitled to receive an additional payment (a “Gross-Up Payment”), such that the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income and employment tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Payments. (b) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his her employment with the Company Corporation (a "Payment" or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (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 Executive will shall be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial A determination shall be made as to whether a and when Gross-Up Payment is required pursuant to this Agreement Section 5.7 and the amount of such Gross-Gross- Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as requested by the Corporation or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the "Accounting Firm"). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Corporation and the Corporation shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 5.7(b) shall be paid by the Company Corporation to the Executive within five (5) business days of the receipt of the Accounting Firm’s 's determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company Corporation and the Executive subject to the application of Section 5(c) below5.7 (c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”"Overpayment") or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “"Underpayment”"). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a "Final Determination Determination" (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s her tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s 's applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Corporation and the Corporation shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company Corporation to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after Corporation the determination of such Excess Payment and written notice has been delivered to the Executive) the 11 amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274 (b)(2)(B) of the Code from the date the Gross-Gross- Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until the date of repayment to the CompanyExecutive.

Excise Tax Payments. (a) If any payment or benefit (within Notwithstanding anything in the meaning of Section 280G(b)(2) Agreement to the contrary, in the event of the Codedetermination (as hereinafter provided) that any required payment by the Company to or for benefit of the Executive or for his benefit (whether paid or payable or distributed or distributable pursuant to the terms of this the Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” individually and collectively, the “Payments”"Payment"), ) would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") or any interest or penalties are incurred by successor provision thereto (the "Excise Tax"), 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 Executive will shall be entitled to receive an additional payment or payments (a “Gross-Up individually or collectively, "Tax Assistance Payment”"), which shall include an amount such that the net amount retained by the Executivethat, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment Executive pays (1) all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes)) and (2) any Excise Tax (including interest and penalties with respect thereto) imposed upon the Tax Assistance Payment, shall be the Executive retains so much of the Tax Assistance Payment as is equal to the PaymentsExcise Tax (including interest and penalties with respect thereto) imposed on the Payment. (b) An initial determination as Subject to the provisions hereinafter concerning the provision of notice of a claim by the Internal Revenue Service ("IRS"), all determinations required to be made under these provisions, including whether a Gross-Up Payment an Excise Tax is payable by the Executive, the amount of such Excise Tax and whether the Company is required pursuant to this Agreement pay the Executive a Tax Assistance Payment and the amount of such Gross-Up Payment Tax Assistance Payment, if any, shall be made at by the Company’s expense by an 's independent accountants or such other nationally recognized accounting firm selected retained by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “"Accounting Firm”"). The Company shall direct the Accounting Firm shall provide to submit its determination (the “Determination”), together with and detailed supporting calculations to both the Executive and documentation to the Company within 30 days after the payment or provision of any benefit that could give rise to an Excise Tax and the Executive within five days of the Termination Date if applicable, or any such other time or times as requested by the Executive (provided or the Executive reasonably believes that any of the Payments Company may be subject to the Excise Tax) and if request. If the Accounting Firm determines that no any Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive Company shall have pay the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) shall be paid by the Company required Tax Assistance Payment to the Executive within five 10 business days of after the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in Company receives such determination and calculations with respect to any way affect Payment to the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As Any federal tax returns the Executive files shall be prepared and filed on a result basis consistent with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. If the Accounting Firm determines that the Executive is required to pay no Excise Tax, it shall (at the same time it makes such determination) furnish the Executive and the Company an opinion that the Executive has substantial authority not to report any Excise Tax on the Executive's federal income tax return. However, in view of the uncertainty in the concerning application of Sections Section 4999 and 280G of the CodeCode (or any successor provision thereto) at the time of any determination made hereunder by the Accounting Firm, it is possible that a Gross-Up Tax Assistance Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which that should have been paid made by the Company will not have been made ("Underpayment"), consistent with the calculations required to be made hereunder. In the event the Company exhausts or fails to pursue its remedies pursuant to the provisions concerning notice of a claim by the IRS, and the Executive thereafter is required to make a payment of any Excise Tax, the Executive shall direct the Accounting Firm to determine the amount of the Underpayment and to submit its determination and detailed supporting calculations as promptly as possible both to the Executive and to the Company, which shall pay the amount of such Underpayment to the Executive or for the Executive's benefit within 10 business days following the Company's receipt of such determination and calculations. (d) Each of the Executive and the Company shall provide the Accounting Firm access to and copies of any books, records and documents in the Executive's or its possession, as the case may be, reasonably requested by the Accounting Firm, and shall otherwise cooperate with the Accounting Firm in connection with the preparation and issuance of the determination and calculations required or contemplated hereunder. (e) The Company shall bear the fees and expenses of the Accounting Firm for services hereunder. If, for any reason, the Executive initially pays such fees and expenses, the Company shall reimburse the Executive the full amount of the same within 10 business days following receipt from the Executive of a statement and reasonable evidence of the Executive's payment thereof. (f) The Executive shall notify the Company in writing of any claim by the IRS that, if successful, would require the Company to pay a Tax Assistance Payment. The Executive shall give such notification as promptly as practicable, but in no event later than the 10th business day next following the Executive's receipt of such claim, and the Executive further shall apprise the Company of the nature of such claim and the date on which it is required to be paid (an “Underpayment”in each case, to the extent known to the Executive). An Underpayment The Executive shall be deemed not pay or otherwise satisfy such claim prior to have occurred the earlier of (a) the expiration of the 30 calendar day period next following the date on which the Executive gives notice to the Company or (b) the date any payment of the amount with respect to such claim is due. If the Company notifies the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall: (i) upon notice (formal provide the Company any written records or informal) to the Executive from any governmental taxing authority that documents in the Executive’s tax liability 's possession relating to such claim and reasonably requested by the Company; (whether ii) take such action in connection with contesting such claim as the Company reasonably shall request in writing from time to time, including without limitation accepting legal representation with respect to such claim by an attorney competent in respect of the Executive’s current taxable year subject matter and reasonably selected by the Company; (iii) cooperate with the Company in good faith in order to effectively contest such claim; and (iv) permit the Company to participate in any proceedings relating to such claim, provided, however, that the Company directly shall bear and pay all costs and expenses (including without limitation, interest and penalties) incurred in connection with such contest and shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from and against any and all Excise Tax or income tax (including without limitation, interest and penalties with respect thereto), imposed as a result of such claim and payment of costs and expenses. Without limiting the foregoing, the Company shall control all proceedings taken in connection with the contest of any claim contemplated by these provisions and, at its sole option, may pursue or forego any and all administrative appeals, proceedings, hearings and conferences with the taxing authority in respect of such claim (provided, however, that the Executive may participate therein at the Executive's own cost and expense) and may, at its option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any prior taxable year) may be increased by reason permissible manner, and the Executive agrees to prosecute such contest to a determination before any administrative tribunal, in a court of initial jurisdiction and in one or more appellate courts, as the Company shall determine; provided, however, that if the Company directs the Executive to pay the tax claimed and to xxx for a refund, the Company shall advance the amount of such payment to the Executive, and pay on a current basis all costs of litigation, including without limitation attorneys' fees, on an interest-free basis and shall agree to and shall indemnify the Executive and hold the Executive harmless, on an after-tax basis, from any Excise Tax or income tax, including without limitation, interest and penalties with respect thereto, imposed with respect to such advance; and provided further, however, that any extension of the imposition statute of limitations relating to payment of taxes for the Excise Tax on a Payment or Payments Executive's taxable year with respect to which the Company has failed contested amount is claimed to make be due is limited solely to such contested amount. Furthermore, the Company's control of any such contested claim shall be limited to issues with respect to which a sufficient Gross-Up PaymentTax Assistance Payment would be payable hereunder, and the Executive shall be entitled to settle or to contest, as the case may be, any other issue(s) raised by the IRS or any other taxing authority. (iig) upon a determination by a courtIf, (iii) by reason of a determination after the Executive receives an amount advanced by the Company pursuant to provisions of the last full paragraph, the Executive receives any refund with respect to such claim, the Executive shall (which shall include subject to the position taken Company's complying with any applicable provisions of the same paragraph) promptly pay to the Company the amount of such refund (together with any interest paid or credited thereon after any taxes applicable thereto). If, after the Executive receives such an amount advanced by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds that the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations shall not be entitled to any refund with respect to such claim and the Executive’s applicable tax return has expired. If an Excess Payment is determined Company does not notify the Executive in writing of its intent to have been madecontest such denial of refund prior to expiration of 30 calendar days after such determination, then such advance shall be forgiven and shall not be required to be repaid, and the amount of such advance shall offset, to the extent thereof, the amount of the Excess Tax Assistance Payment shall be treated as a loan by the Company is required to pay the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyhereunder.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the or “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code 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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the “Accounting Firm”). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Company and the Company shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive or paid by the Company on behalf of the Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive within five (5) business days of the receipt of the Accounting Firm’s determination. The existence ., but in no event later than the end of the Dispute shall not in any way affect the Executive’s right taxable year next following the Executive’s taxable year in which the Executive or the Company remits the Excise Tax. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to receive a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess PaymentOverpayment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment, but in no event later than the end of the Executive’s taxable year following the Executive’s taxable year in which the additional Excise Taxes are remitted to the taxing authority. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until the date of repayment to the CompanyExecutive.

Excise Tax Payments. (ai) If Notwithstanding any other provisions of this Agreement, if a Change of Control occurs during the original or extended term of this Agreement, in the event that any payment or benefit received or to be received by Executive in connection with the Change of Control or the termination of Executive's employment (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit paid or payable or distributed or distributable whether pursuant to the terms of this Agreement or otherwise any other plan, arrangement or agreement with the Company, any Person whose actions result in connection with, the Change of Control or arising out of, his employment any Person affiliated with the Company or a change in ownership or effective control of such Person) (all such payments and benefits, including without limitation the Company or of a substantial portion of its assets (each a “Payment” payments and collectivelybenefits under Sections 5.04, the “Payments”5.05(a), (c) and (d) and 7.16 hereof, being hereinafter called "Payments") would be subject (in whole or in part) to the an excise tax imposed by Section section 4999 of the Internal Revenue Code of 1986, as amended from time to time (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 Company shall pay to Executive will be entitled to receive at the time specified in clause (iv) below an additional payment amount (a “the "Gross-Up up Payment”), ") such that the net amount retained by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and all taxes (including any interest or penalties imposed with respect to such taxes), including without limitation any federal, state and local income or payroll tax and any Excise Tax, imposed upon the Gross-up Payment provided for by this clause (i), but before deduction of any federal, state and local income or payroll tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes)Payments, shall be equal to the Payments. (bii) An initial determination as to For purposes of determining whether a any of the Payments and the Gross-Up up Payment is required pursuant (collectively, the "Total Payments") will be subject to this Agreement the Excise Tax and the amount of such Gross-Up Payment Excise Tax, (A) the Total Payments shall be made at treated as "parachute payments" within the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one meaning of section 280G(b)(2) of the four largest accounting firms in Code, and all "excess parachute payments" within the United States (the “Accounting Firm”). The Accounting Firm meaning of section 280G(b)(1) shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five days of the Termination Date if applicable, or such other time be treated as requested by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax, except to the extent that in the opinion of tax counsel selected by the Company's independent auditors ("Auditors") and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to Executive ("Tax Counsel") such Total Payments (in whole or in part) do not constitute "parachute payments", or such "excess parachute payments" (in whole or in part) are not subject to the Executive to such effectExcise Tax and (B) the value of any non-cash benefits or any deferred payment or benefit shall be determined by the Auditors in accordance with the principles of sections 280G(d)(3) and (4) of the Code. Within ten The Auditors shall perform the calculations in conformance with the foregoing provisions and within 15 business days of the delivery date that any Payments are made under this Agreement shall provide Executive with a detailed written statement setting forth the manner in which the Total Payments are calculated and the basis for such calculations, including without limitation any opinions or other advice the Company has received from Tax Counsel, the Auditors or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the statement). (iii) For purposes of determining the amount of the Determination to the ExecutiveGross-up Payment, the Executive shall have be deemed to pay federal income taxes at the right highest marginal rates of federal income taxation applicable to dispute individuals in the Determination (calendar year in which the “Dispute”). The Gross-Up up Payment is to be made and state and local income taxes at the highest marginal rates of taxation in the state and locality of Executive's residence in the calendar year in which the Gross-up Payment is to be made, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes, taking into account any limitations applicable to individuals subject to federal income tax at the highest marginal rates. (iv) The initial Gross-up Payment, if any, as determined pursuant to this Paragraph 5(b) Section 5.05(b), shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s Auditors' determination. The existence of If the Dispute shall not in any way affect the Auditors determine that no Excise Tax is payable by Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay cause the Auditors to furnish Executive with an opinion that failure to report any Excise Tax on Executive's applicable federal income tax return would not result in the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive subject to the application imposition of Section 5(c) belowa negligence or similar penalty. (cv) As If it is established pursuant to a result final determination of a court or Internal Revenue Service proceeding or the written opinion of Tax Counsel that the Excise Tax is less than the amount taken into account hereunder at the time the Gross-up Payment is made, Executive shall repay to the Company within 30 days of Executive's receipt of notice of such final determination or opinion the portion of the uncertainty Gross-up Payment attributable to such reduction (plus the portion of the Gross-up Payment attributable to the Excise Tax, federal, state and local income tax and Excise Tax imposed on the portion of the Gross-up Payment being repaid by Executive if such repayment results in a reduction of Excise Tax or federal, state and local income tax), plus interest on the application amount of Sections 4999 and 280G such repayment at the rate provided in section 1274(b)(2)(B) of the Code. Notwithstanding the foregoing, it is possible that a in the event any portion of the Gross-Up up Payment (or a portion thereof) will to be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed refunded to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed been paid to make a sufficient Gross-Up Paymentany federal, state and local tax authority, the payment thereof (iiand related amounts) upon a determination by a courtshall not be required until actual refund or credit of such portion has been made to Executive, (iii) by reason of a determination by and interest payable to the Company (which shall include not exceed the position taken interest received or credited to Executive by such tax authority for the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfactionperiod that it held such portion. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptlyendeavor to mutually agree upon the course of action to be pursued (and the method of allocating the expense thereof) if Executive's claim for refund or credit is denied. If it is established pursuant to a final determination of a court or an Internal Revenue Service proceeding or the written opinion of Tax Counsel that the Excise Tax exceeds the amount taken into account hereunder at the time the Gross-up Payment is made (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-up Payment), but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive Company shall make an additional Gross-Up up Payment equal to the amount in respect of the Underpayment such excess (plus any interest and or penalties (other than interest and penalties imposed payable with respect to such excess), as determined by reason the Auditors, within 30 days of the Executive’s failure Company's receipt of notice of such final determination or opinion. (vi) In the event of any controversy with the Internal Revenue Service (or other taxing authority) with regard to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on Excise Tax, Executive shall permit the Underpayment. An Excess Payment shall be deemed Company to have occurred upon a Final Determination (as hereinafter defined) that control issues relating to the Excise Tax (at its expense), provided that such issues do not potentially materially adversely affect Executive, but Executive shall control any other issues. In the event that the issues are interrelated, Executive and the Company shall in good faith cooperate so as not be imposed upon to jeopardize resolution of either issue, but if the parties cannot agree, Executive shall make the final determination with regard to the issues. In the event of any conference with any taxing authority as to the Excise Tax or associated income taxes, Executive shall permit a Payment or Payments representative of the Company to accompany Executive, and Executive and Executive's representative shall cooperate with the Company and its representative. The Company and Executive shall promptly deliver to each other copies of any written communications, and summaries of any verbal communications, with any taxing authority regarding the Excise Tax covered by this Section 5.05(b). (or portion thereofvii) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” The Company shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason responsible for all charges of the Excess Payment Tax Counsel and upon either the Auditors. (xviii) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect Notwithstanding any other provision in this Agreement to the Executive’s applicable tax return has expired. If an Excess Payment contrary, if it is determined by the Auditors that the gross-up provisions in this Section 5.05(b) as they relate to have been made, the amount accelerated vesting of the Excess Payment shall be treated as a loan nonqualified stock options or restricted stock issued by the Company to would be the Executive and sole reason precluding the Executive shall pay to use by the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal pooling of interests method of accounting, then the tax gross-up provisions of this Section 5.05(b) shall not apply to such nonqualified stock options or restricted stock as the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date case may be, unless the Gross-Up up Payment (can be altered, modified or delayed to which allow it to be paid without precluding the Excess use of the pooling of interest method of accounting. The Company will use its best efforts to alter, modify, or delay the payment so that the Gross-up Payment relates) was paid to the Executive until the date of repayment to the Companycan be made.

Excise Tax Payments. (a) If any payment In the event that the severance and other benefits ------------------- provided for in this Agreement or benefit (otherwise payable to the Executive constitute "parachute payments" within the meaning of Section 280G(b)(2) 280G of the Internal Revenue Code of 1986, as amended (the "Code") to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), would will be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by Code, then the Executive with respect shall receive (a) a payment from the Company sufficient to such excise tax (pay such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “Excise Tax”), then the Executive will be entitled to receive (b) an additional payment (a “Gross-Up Payment”), such that from the net amount retained Company sufficient to pay the excise tax and federal and state income taxes arising from the payments made by the Executive, after deduction and/or payment of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure Company to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to the Payments. (b) An initial determination as to whether a Gross-Up Payment is required Executive pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States (the “Accounting Firm”)sentence. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to Unless the Company and the Executive within five days otherwise agree in writing, the determination of Executive's excise tax liability and the Termination Date if applicable, or such other time as requested amount required to be paid under this Section 5 shall be made in writing by the Accountants. In the event that the excise tax incurred by Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable determined by the Executive as provided in Section 5(a) above, it shall furnish Internal Revenue Service to be greater or lesser than the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as amount so determined pursuant to this Paragraph 5(b) shall be paid by the Company to the Executive within five days of the receipt of the Accounting Firm’s determination. The existence of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a DisputeAccountants, the Company shall and Executive agree to promptly pay make such additional payment, including interest and any tax penalties, to the other party as the Accountants reasonably determine is appropriate to ensure that the net economic effect to Executive any additional amount under this Section 5, on an after-tax basis, is as if the Code Section 4999 excise tax did not apply to Executive. For purposes of making the calculations required by such resolution. If this Section 5, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on interpretations of the Code for which there is no Dispute, the Determination shall be binding, final and conclusive upon the a "substantial authority" tax reporting position. The Company and the Executive subject shall furnish to the application of Section 5(c) below. (c) As a result of Accountants such information and documents as the uncertainty Accountants may reasonably request in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed order to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfactionunder this Section. If an Underpayment occurs, the Executive shall promptly notify the Company and the The Company shall promptly, but bear all costs the Accountants may reasonably incur in connection with any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed calculations contemplated by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, the amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in this Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company5.

Excise Tax Payments. (ai) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Code) ), paid or payable to the Executive Employee or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change Change in ownership or effective control Control of the Company (a "Payment" or of a substantial portion of its assets (each a “Payment” and collectively, the “"Payments”"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s Employee's failure to file timely a tax return or pay taxes shown as due on his return, imposed with respect to such taxestaxes and the Excise Tax), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Employee retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. (bii) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive Employee which is designated as one of the four five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to the Company and the Executive Employee within five days of the Termination Date date of termination of the Employee's employment, if applicable, or such other time as requested by the Executive Company or the Employee (provided the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if ). If the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveEmployee with respect to a Payment or Payments, it shall furnish the Executive Employee with an opinion reasonably acceptable to the Executive Employee that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten days of the delivery of the Determination to the ExecutiveEmployee, the Executive Employee shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 11(c) shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm’s determinationDetermination. The existence of the Dispute shall not in any way affect the Executive’s Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive Employee any additional amount required by such resolution, or, if it is determined that the Excise Tax is lower than originally determined, the Employee shall repay to the Company the excess amount of the Gross-Up Payment. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive Employee subject to the application of Section 5(c11 (c)(iii) below. (ciii) As a result of Notwithstanding anything contained in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (aA) If In the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the "Code) ")), to the Executive Employee or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “"Payment” and collectively, the “" or "Payments”"), would be subject to the excise tax imposed by Section 4999 of the Code or any interest or penalties are incurred by the Executive Employee with respect to such excise tax (such excise tax, together with any such interest and penalties, are hereinafter collectively referred to as the “"Excise Tax”"), then the Executive Employee will be entitled to receive an additional payment (a “"Gross-Up Payment”), ") in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Employee of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s Employee's failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be equal to taxes and the Payments.Excise (bB) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive Employee which is designated as one of the four five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation to the Company and the Executive Employee within five ten days of the Termination Date if applicable, or such other time as requested by the Executive Company or by the Employee (provided the Executive Employee reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveEmployee with respect to a Payment or Payments, it shall furnish the Executive Employee with an opinion reasonably acceptable to the Executive Employee that no Excise Tax will be imposed with respect to any such effectPayment or Payments. Within ten days of the delivery of the Determination to the ExecutiveEmployee, the Executive Employee shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b9(B) shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm’s 's determination. The existence of the Dispute shall not in any way affect the Executive’s Employee's right to receive the Gross-Gross- Up Payment in accordance with the DeterminationDetermination . Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive Employee any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Company and the Executive Employee subject to the application of Section 5(cParagraph 9(C) below. (cC) As a result of Notwithstanding anything in this Agreement to the uncertainty contrary, in the application of Sections 4999 and 280G of event that, according to the CodeDetermination, it is possible that a Gross-Up Payment (or a portion thereof) an Excise Tax will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from imposed on any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up PaymentPayments, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior pay to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (authorities as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been madewithholding, the amount of the Excess Payment shall be treated as a loan by Excise Tax that the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (a) If any payment or distribution to or for the benefit (within the meaning of Section 280G(b)(2) of the Code) to the Executive or for his benefit Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the or “Payments”), would be subject to the excise tax imposed by Section 4999 of the Code 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 Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax, imposed upon the Gross-Up Payment, the Executive retains, or has paid to the taxing authority on his behalf, an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, no Gross-Up Payment will be made to the Executive if reducing the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax. (b) An initial A determination shall be made as to whether and when a Gross-Up Payment is required pursuant to this Agreement Section 8 and the amount of such Gross-Up Payment shall Payment, such determination to be made at the Company’s expense by an accounting firm selected by the Company and reasonably acceptable to the Executive which is designated as one of the four largest accounting firms in the United States within fifteen (the “Accounting Firm”). The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation to the Company and the Executive within five 15) business days of the Termination Date if applicableDate, or such other time as reasonably requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). Such determination shall be made by a national independent accounting firm selected by the Executive (the “Accounting Firm”). All fees, costs and expenses (including, but not limited to, the cost of retaining experts) and if of the Accounting Firm determines that no Excise Tax is payable shall be borne by the Executive Company and the Company shall pay such fees, costs and expenses as provided in Section 5(a) abovethey become due. The Accounting Firm shall provide detailed supporting calculations, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, both to the Executive shall have Company and the right to dispute the Determination (the “Dispute”)Executive. The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 8(b) shall be paid by the Company to the Executive within five days or paid by the Company on behalf of the receipt Executive to the applicable government taxing authorities by means of payroll tax withholding if required by law or if timely requested by the Executive when payment of all or any portion of the Accounting Firm’s determination. The existence Excise Tax is due, but in no event later than the end of the Dispute shall not in any way affect the Executive’s right taxable year next following the Executive’s taxable year in which the Executive or the Company remits the Excise Tax. If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to receive a Payment or Payments, it shall furnish the Executive with an unqualified opinion that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below8(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess PaymentOverpayment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability of the Executive (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his tax liability by reason of the Excess Payment Overpayment and upon either (xi) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (yii) the expiration of the statute of limitations with respect to the Executive’s applicable tax return has expiredreturn. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall pay to the Executive at least five (5) business days prior to the date on which the applicable governmental taxing authority has requested payment, an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment, but in no event later than the end of the Executive’s taxable year following the Executive’s taxable year in which the additional Excise Taxes are remitted to the taxing authority. If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall shall, within ten (10) business days of the occurrence of such Overpayment, pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment Overpayment plus interest at an annual rate equal to the Applicable Federal Rate rate provided for in Section 1274(d1274(b)(2)(B) of the Code from the date the Gross-Up Payment (to which the Excess Payment Overpayment relates) was paid to the Executive until Executive. (d) If no Gross-Up Payment is made because reducing the date of repayment Payments to the CompanyExecutive under Section 6(a)(i)(B) of this Agreement by $50,000 or less would avoid the application of the Excise Tax, then the amount paid to the Executive under Section 6(a)(i)(B) of this Agreement shall be reduced by the amount necessary to avoid the Excise Tax; provided, however, the reduction will only be made if doing so would result in the Executive retaining more after-tax than if the reduction were not made.

Excise Tax Payments. (a) If Notwithstanding anything contained in this Agreement to the contrary, in the event that any payment or benefit (within the meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended or replaced (the “Code) ”)), or distribution to the Executive or for his the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his or her employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the or “Payments”), 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 penalties collectively referred to as the “Excise Tax”), then the Executive will shall be entitled to receive an additional payment (a “Gross-Up Payment”), ) in an amount such that the net amount retained after payment by the Executive, after deduction and/or payment Executive of any Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on the Gross-Up Payment all such taxes (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on his return, imposed with respect to such taxes), shall be including any Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payments; provided, that the Executive shall not be entitled to receive any additional payment relating to any interest or penalties attributable to any action or omission by the Executive in bad faith. (b) An initial determination shall be made by an accounting firm mutually agreeable to the Company and the Executive and, if not agreed to within three days after the Date of Termination, a national independent accounting firm selected by the Executive (the “Accounting Firm”), as to whether a Gross-Up Payment is required pursuant to this Agreement Section 4 and the amount of such Gross-Up Payment Payment. To permit the Accounting Firm to make the initial determination, the Company shall furnish the Accounting Firm with all information reasonably required for such firm to complete such determination as soon as practicable after the Date of Termination, but in no event more than fifteen (15) days thereafter. All fees, costs and expenses (including, but not limited to, the cost of retaining experts) of the Accounting Firm shall be made at the Company’s expense by an accounting firm selected borne by the Company and reasonably acceptable to the Executive which is designated Company shall pay such fees, costs and expenses as one of the four largest accounting firms in the United States (the “Accounting Firm”)they become due. The Accounting Firm shall provide its determination (the “Determination”), together with detailed supporting calculations and documentation calculations, reasonably acceptable both to the Company and the Executive within five thirty (30) days of the Termination Date of Termination, if applicable, or such other time as requested by the Company or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax) and if the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) above, it shall furnish the Executive with an opinion reasonably acceptable to the Executive to such effect. Within ten days of the delivery of the Determination to the Executive, the Executive shall have the right to dispute the Determination (the “Dispute”). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(bSection 4(b) shall be paid by the Company to the Executive within five (5) business days of the receipt of the Accounting Firm’s determination. The existence If the Accounting Firm determines that no Excise Tax is payable by the Executive with respect to a Payment or Payments, it shall furnish the Executive with an opinion reasonably satisfactory to the Executive that no Excise Tax will be imposed with respect to any such Payment or Payments. Any such initial determination by the Accounting Firm of the Dispute shall not in any way affect the Executive’s right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive any additional amount required by such resolution. If there is no Dispute, the Determination shall be binding, final and conclusive binding upon the Company and the Executive subject to the application of Section 5(c) below4(c). (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess PaymentOverpayment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred upon a “Final Determination” (ias hereinafter defined) upon notice (formal or informal) to that the tax liability of the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s then current taxable year of the Executive or in respect of any prior taxable yearyear of the Executive) may will be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment Overpayment shall be deemed to have occurred upon a “Final Determination Determination” (as hereinafter defined) that the Excise Tax shall not be imposed (or shall be reduced) upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” Determination shall be deemed to have occurred when (i) in the case of an Overpayment, the Executive has received from the applicable government governmental taxing authority a refund of taxes or other reduction in the Executive’s his or her tax liability by reason imposed as a result of a Payment or, in the Excess case of an Underpayment, the Executive receives notice from a competent governmental authority that his or her tax liability imposed as a result of a Payment will be increased, and (ii) in the case of an Overpayment or an Underpayment, upon either (x) the date a determination is made by, or an agreement is entered into with, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if in the event that a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect to the Executive’s applicable tax return has expired. If an Excess Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly pay to the Executive an additional Gross-Up Payment is determined equal to have been madethe amount of the Underpayment plus any interest and penalties imposed on the Underpayment (other than interest and penalties attributable to any action or omission by the Executive in bad faith). If an Overpayment occurs, the amount of the Excess Payment Overpayment shall be treated as a loan by the Company to the Executive and the Executive shall, within ten (10) business days of the occurrence of such Overpayment, pay the Company the amount of the Overpayment, without interest. (d) Notwithstanding anything contained in this Agreement to the contrary, in the event it is determined that an Excise Tax will be imposed on any Payment or Payments, the Company shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) applicable governmental taxing authorities as Excise Tax withholding, the amount of the Excess Payment plus interest at an annual rate equal to Excise Tax that the Applicable Federal Rate provided for in Section 1274(d) of the Code Company has actually withheld from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Companyor Payments.

Excise Tax Payments. (ai) If any payment payments or benefit benefits due to the Employee under this Agreement and/or under any other plan or program of the Company would be subject to the tax (within the meaning "Excise Tax") imposed by Section 4999 of the Code, and if the amount of the Employee's parachute payments (as defined in Section 280G(b) (2) of the Code) taken into account for the purposes of such Excise Tax does not exceed 330% of the Employee's base amount (as defined in Section 280G(b)(3) of the Code), then the payments or benefits which are subject to the Excise Tax shall be adjusted until the amount of such parachute payments equals 299% of such base amount. The adjustments shall be made in such manner, and to such payments or other benefits, as the Employee and the Company shall mutually agree. (ii) If any payments or benefits due to the Employee under this Agreement and/or under any other plan or program of the Company would be subject to the Excise Tax, and if the amount of the Employee's parachute payments (as defined in Section 280G(b)(2) of the Code) taken into account for the purposes of such Excise Tax exceeds 330% of the Employee's base amount (as defined in Section 280G(b)(3) of the Code), the Company shall pay to the Executive or for his benefit paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise in connection with, or arising out of, his employment with the Company or a change in ownership or effective control of the Company or of a substantial portion of its assets (each a “Payment” and collectively, the “Payments”), 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 Executive will be entitled to receive Employee an additional payment amount (a “the "Gross-Up Payment”), such ") so that the net amount that is retained by the ExecutiveEmployee, after the deduction and/or payment of any the Excise Tax on the Payments and the Gross-Up Payment and any federal, state and local income tax on other taxes (including Excise Taxes) that are imposed upon the Gross-Up Payment (including any interest or penalties, other than interest and penalties imposed by reason of the Executive’s Employee's failure to file a timely a tax return or pay taxes shown as due on his return), imposed with respect is equal to such the payments and other benefits the Employee would have retained in the absence of the Excise Tax. For the purpose of calculating the Gross-Up Payment, the Employee's tax rate will be deemed to be the highest marginal rate of federal individual income tax, plus the highest marginal rates of state, local and/or foreign individual income taxes in the state and locality or foreign jurisdiction of the Employee's residence (net of the reduction in federal income taxes which could be obtained from any deduction or credit attributable to the state, local or foreign taxes), shall that are in effect for the calendar year in which the Gross-Up Payment is to be equal to the Paymentsmade. (biii) An initial determination as to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of such Gross-Up Payment shall be made at the Company’s 's expense by an accounting firm selected by the Company and reasonably acceptable to the Executive Employee which is designated as one of the four five largest accounting firms in the United States (the “"Accounting Firm”"). The Accounting Firm shall provide its determination (the “"Determination”"), together with detailed supporting calculations and documentation documentation, to the Company and the Executive Employee within five days of the Termination Date date of termination of the Employee's employment, if applicable, or at such other time as may be requested by the Executive Company or the Employee (provided the Executive Employee reasonably believes that any of the Payments she may be subject to the Excise Tax) and if ). If the Accounting Firm determines that no Excise Tax is payable by the Executive as provided in Section 5(a) aboveEmployee, it shall furnish the Executive Employee with an opinion to that effect which is reasonably acceptable to the Executive to such effectEmployee. Within ten days of the delivery of the Determination to the ExecutiveEmployee, the Executive Employee shall have the right to dispute the Determination (the “"Dispute”"). The Gross-Up Payment, if any, as determined pursuant to this Paragraph 5(b) paragraph (d), shall be paid by the Company to the Executive Employee within five days of the receipt of the Accounting Firm’s determinationDetermination. The existence of the Dispute shall not in any way affect the Executive’s Employee's right to receive the Gross-Up Payment in accordance with the Determination. Upon the final resolution of a Dispute, the Company shall promptly pay to the Executive Employee any additional amount required by such resolution. If there is no Dispute, the Determination shall be bindingor, final and conclusive upon the Company and the Executive subject to the application of Section 5(c) below. (c) As a result of the uncertainty in the application of Sections 4999 and 280G of the Code, if it is possible that a Gross-Up Payment (or a portion thereof) will be paid which should not have been paid (an “Excess Payment”) or a Gross-Up Payment (or a portion thereof) which should have been paid will not have been paid (an “Underpayment”). An Underpayment shall be deemed to have occurred (i) upon notice (formal or informal) to the Executive from any governmental taxing authority that the Executive’s tax liability (whether in respect of the Executive’s current taxable year or in respect of any prior taxable year) may be increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Company has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of a determination by the Company (which shall include the position taken by the Company, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Executive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Company and the Company shall promptly, but in any event, at least five days prior to the date on which the applicable government taxing authority has requested payment, pay to the Executive an additional Gross-Up Payment equal to the amount of the Underpayment plus any interest and penalties (other than interest and penalties imposed by reason of the Executive’s failure to file timely a tax return or pay taxes shown due on the Executive’s return) imposed on the Underpayment. An Excess Payment shall be deemed to have occurred upon a Final Determination (as hereinafter defined) determined that the Excise Tax shall not be imposed upon a Payment or Payments (or portion thereof) with respect to which the Executive had previously received a Gross-Up Payment. A “Final Determination” shall be deemed to have occurred when the Executive has received from the applicable government taxing authority a refund of taxes or other reduction in the Executive’s tax liability by reason of the Excess Payment and upon either (x) the date a determination is made by, or an agreement is entered into withlower than originally determined, the applicable governmental taxing authority which finally and conclusively binds the Executive and such taxing authority, or if a claim is brought before a court of competent jurisdiction, the date upon which a final determination has been made by such court and either all appeals have been taken and finally resolved or the time for all appeals has expired or (y) the statute of limitations with respect Employee shall repay to the Executive’s applicable tax return has expired. If an Excess Payment is determined to have been made, Company the excess amount of the Excess Payment shall be treated as a loan by the Company to the Executive and the Executive shall pay to the Company on demand (but not less than 10 days after the determination of such Excess Payment and written notice has been delivered to the Executive) the amount of the Excess Payment plus interest at an annual rate equal to the Applicable Federal Rate provided for in Section 1274(d) of the Code from the date the Gross-Up Payment (to which the Excess Payment relates) was paid to the Executive until the date of repayment to the Company.Gross-