Common use of Excise Tax-Related Provisions Clause in Contracts

Excise Tax-Related Provisions. In the event you become entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Payments”), if any of such Change of Control Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you at the time specified in clause (c) below an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Change of Control Payments and any federal, state and local income tax and Excise Tax upon the Gross Up Payment provided for by this Section 18, shall be equal to the Change of Control Payments; provided, however that in the event the aggregate value of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Parachute Threshold”), by an amount equal to less than fifteen percent (15%) of the Parachute Threshold, the Change of Control Payments shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The Company shall reduce or eliminate the Change of Control Payments by first reducing or eliminating cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18.

Excise Tax-Related Provisions. In the event you become Executive becomes entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity in Control or other change in control (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Severance Payments”), if any of such Change of Control Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you to Executive at the time specified in clause (cSection 7(iii) below hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by youExecutive, after deduction of any Excise Tax on the Change of Control Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the Gross Up Payment payment provided for by this Section 187(i), shall be equal to the Change of Control Total Payments; provided, however that in the event the aggregate value of the Change of Control Total Payments exceeds three times your the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code Code, (the “Parachute Threshold”), ) by an amount equal to less than fifteen percent (1510%) , one or more of the Parachute Threshold, the Change of Control Total Payments shall be reduced so that the aggregate value of the Total Payments is $1.00 less than the Parachute Threshold. Unless the Executive shall have given prior written notice specifying a different order to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The effectuate the foregoing, the Company shall reduce or eliminate the Change of Control Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cashcash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of in Control. This provision Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing your the Executive’s rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you Executive any amount under this Section 18 7 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Code.

Excise Tax-Related Provisions. In the event you become Executive becomes entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity in Control or other change in control (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Severance Payments”), if any of such Change of Control Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you to Executive at the time specified in clause (cSection 7(iii) below hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by youExecutive, after deduction of any Excise Tax on the Change of Control Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the Gross Up Payment payment provided for by this Section 187, shall be equal to the Change of Control Total Payments; provided, however that in the event the aggregate value of the Change of Control Total Payments exceeds three times your the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code Code, (the “Parachute Threshold”), ) by an amount equal to less than fifteen five percent (155%) of the Parachute Threshold, one or more of the Change of Control Total Payments shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your the Executive’s “base amount.” and Unless the Executive shall have given prior written notice specifying a different order to the Company shall have no obligation to make a Gross-Up Payment. The effectuate the foregoing, the Company shall reduce or eliminate the Change of Control Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cashcash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of in Control. This provision Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing your the Executive’s rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you Executive any amount under this Section 18 7 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Code.

Excise Tax-Related Provisions. In the event If any payment or benefit you become entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable would receive pursuant to this AgreementAgreement or any other agreement (“Payment”) would (a) constitute a “parachute payment” within the “Change meaning of Control Payments”)Section 280G of the Code, if any of such Change of Control Payments are and (b) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposedthe “Excise Tax”), then such Payment shall be adjusted so that it would equal the Company Reduced Amount. The “Reduced Amount” shall pay you at be either (i) the time specified largest portion of the Payment that would result in clause no portion of the Payment being subject to the Excise Tax or (cii) below an additional the total Payment, whichever amount of (the “Gross-Up Payment”i) such that the net amount retained by youor (ii), after deduction of any Excise Tax on the Change of Control Payments and any taking into account all applicable federal, state and local employment taxes, income tax taxes, and the Excise Tax upon (all computed at the Gross Up Payment provided for by this Section 18highest applicable marginal rate), shall be equal to the Change of Control Payments; providedresults in your receipt, however that in the event the aggregate value on an after-tax basis, of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) greater amount of the Code (the “Parachute Threshold”), by an amount equal to less than fifteen percent (15%) Payment notwithstanding that all or some portion of the Parachute Threshold, the Change of Control Payments shall Payment may be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The Company shall reduce or eliminate the Change of Control Payments by first reducing or eliminating cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated subject to the Excise Tax. In additionIf a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any such reduction will occur in a manner necessary to provide you with the greatest post-reduction economic benefit. If more than one manner of reduction of Payments necessary to arrive at the Reduced Amount yields the greatest economic benefit to you, the following operational rules Payments will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A, then the Pro Rata Reduction Method shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be eliminated before Payments that are not contingent on future events; and limits (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall apply to this be reduced before Payments that are not “deferred compensation” within the meaning of Section 18.409A.

Excise Tax-Related Provisions. In the event If any payment or benefit you become entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable would receive pursuant to this AgreementAgreement or any other agreement (“Payment”) would (a) constitute a “parachute payment” within the “Change meaning of Control Payments”)Section 280G of the Code, if any of such Change of Control Payments are and (b) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposedthe “Excise Tax”), then such Payment shall be adjusted so that it would equal the Company Reduced Amount. The “Reduced Amount” shall pay you at be either (i) the time specified largest portion of the Payment that would result in clause no portion of the Payment being subject to the Excise Tax or (cii) below an additional the total Payment, whichever amount of (the “Gross-Up Payment”i) such that the net amount retained by youor (ii), after deduction of any Excise Tax on the Change of Control Payments and any taking into account all applicable federal, state and local employment taxes, income tax taxes, and the Excise Tax upon (all computed at the Gross Up highest applicable marginal rate), results in your receipt, on an after-tax basis, of the greater amount of the Payment provided notwithstanding that all or some portion of the Payment may be subject to the Excise Tax. If a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any such reduction will occur in a manner necessary to provide you with the greatest post-reduction economic benefit. If more than one manner of reduction of Payments necessary to arrive at the Reduced Amount yields the greatest economic benefit to you, the Payments will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A, then the Pro Rata Reduction Method shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for by this Section 18you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be equal eliminated before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall be reduced before Payments that are not “deferred compensation” within the meaning of Section 409A.. The Company hereby agrees that, for purposes of determining whether any Payment would be subject to the Change Excise Tax, any non-competition agreement to which you are subject to (the “Non-Compete Provision”) shall be treated as an agreement for the performance of Control Payments; providedpersonal services. The Company hereby agrees to indemnify, however defend, and hold you harmless from and against any adverse impact, tax, penalty, or excise tax resulting from the Company’s attribution of a value to the Non-Compete Provision that in is less than the event product of (i) the aggregate value greater of (A) the total compensation amount that would be required to be disclosed under Item 402(c) of Securities and Exchange Commission Regulation S-K for the year prior to the year of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Parachute Threshold”)or, if you were not employed by an amount equal to less than fifteen percent (15%) of the Parachute Threshold, the Change of Control Payments shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation during the year prior to make a Gross-Up Payment. The Company shall reduce or eliminate the Change year of Control Payments by first reducing or eliminating cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision , the year of the Change of Control) (provided that if you were not employed for the full year, your base salary for such year shall take precedence over be annualized) or (B) an independent valuation of the provisions Non-Compete Provision, multiplied by (ii) the duration of any other planthe Non-Compete Provision in years (this product, arrangement the “Post Change of Control Reasonable Compensation”), to the extent that use of such lesser amount results in a larger excise tax under Section 4999 of the Code than you would have been subject to had the Company or agreement governing your rights and entitlements Advisor attributed a value to any benefits or compensationthe Non-Compete Provision that is at least equal to the Post Change of Control Reasonable Compensation. For the avoidance of doubt, (a) in no event shall the indemnity set forth in the preceding sentence be construed to require the Company be required to pay to indemnify you any amount for the entire adverse impact, tax, penalty or excise tax associated with an excise tax imposed under this Section 18 with respect to any taxes or interest that may arise as a result of Section 409A 4999 of the Code and (b) no part of Code, but rather shall be limited only to that portion that exceeds what would have applied had the Gross Up Payment is intended to provide Company or Advisor attributed a gross up for your regular income or employment taxes with respect value to the Non-Compete Provision that was at least equal to the Post-Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Reasonable Compensation.

Excise Tax-Related Provisions. In Notwithstanding anything to the event you become entitled to any amounts or benefits payable contrary contained in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable pursuant to this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Company and Executive (collectively, the “Payments”) (i) constitute a “parachute payment” within the “Change meaning of Control Payments”)Code Section 280G and (ii) but for this Paragraph 1415, if any of such Change of Control Payments are would be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999 4999, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Code Section 4999; whichever of the Code (or any similar federalforegoing amounts, state or local tax that may hereafter be imposed), taking into account the Company shall pay you at the time specified in clause (c) below an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Change of Control Payments and any applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in Executive's receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Code Section 4999. Unless Executive and Excise Tax upon the Gross Up Payment provided for by Company otherwise agree in writing, any determination required under this Section 18, Paragraph shall be equal to made in writing by the Change of Control Payments; provided, however that in the event the aggregate value of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) of the Code Company's independent public accountants (the “Parachute ThresholdAccountants”), by an amount equal to less than fifteen percent (15%) of the Parachute Threshold, the Change of Control Payments whose determination shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Paragraph 15, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall have no obligation furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a Gross-Up Paymentdetermination under this Paragraph 15. The Company Any reduction in payments and/or benefits required by this Paragraph 15 shall reduce or eliminate occur in the Change following order: reduction of Control Payments by first reducing or eliminating cash payments; cancellation of accelerated vesting of equity awards; reduction of employee benefits. In the event that acceleration of vesting of an equity award is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of Executive's equity awards. If this Paragraph 15 is applied to reduce an amount payable to Executive, and then by reducing the Internal Revenue Service successfully asserts that, despite the reduction, Executive has nonetheless received payments which are in excess of the maximum amount that could have been paid to Executive without being subjected to any excise tax, then, unless it would be unlawful for the Company to make such a loan or eliminating similar extension of credit to Executive, Executive may repay such excess amount to the portion Company as though such amount constitutes a loan to Executive made at the date of payment of such Change excess amount, bearing interest at 120% of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation. For the avoidance of doubt, applicable federal rate (aas determined under Code Section 1274(d)) in no event shall the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18such loan.

Excise Tax-Related Provisions. In the event If any payment or benefit you become entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable would receive pursuant to this AgreementAgreement or any other agreement (“Payment”) would (a) constitute a “parachute payment” within the “Change meaning of Control Payments”)Section 280G of the Code, if any of such Change of Control Payments are and (b) but for this sentence, be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposedthe “Excise Tax”), then such Payment shall be adjusted so that it would equal the Company Reduced Amount. The “Reduced Amount” shall pay you at be either (i) the time specified largest portion of the Payment that would result in clause no portion of the Payment being subject to the Excise Tax or (cii) below an additional the total Payment, whichever amount of (the “Gross-Up Payment”i) such that the net amount retained by youor (ii), after deduction of any Excise Tax on the Change of Control Payments and any taking into account all applicable federal, state and local employment taxes, income tax taxes, and the Excise Tax upon (all computed at the Gross Up Payment provided for by this Section 18highest applicable marginal rate), shall be equal to the Change of Control Payments; providedresults in your receipt, however that in the event the aggregate value on an after-tax basis, of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) greater amount of the Code (the “Parachute Threshold”), by an amount equal to less than fifteen percent (15%) Payment notwithstanding that all or some portion of the Parachute Threshold, the Change of Control Payments shall Payment may be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The Company shall reduce or eliminate the Change of Control Payments by first reducing or eliminating cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated subject to the Excise Tax. In additionIf a reduction in payments or benefits constituting “parachute payments” is necessary so that the Payment equals the Reduced Amount, any such reduction will occur in a manner necessary to provide you with the greatest post-reduction economic benefit. If more than one manner of reduction of Payments necessary to arrive at the Reduced Amount yields the greatest economic benefit to you, the following operational rules Payments will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Pro Rata Reduction Method would result in any portion of the Payment being subject to taxes pursuant to Section 409A, then the Pro Rata Reduction Method shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be eliminated before Payments that are not contingent on future events; and limits (C) as a third priority, Payments that are “deferred compensation” within the meaning of Section 409A shall apply to this be reduced before Payments that are not “deferred compensation” within the meaning of Section 18.409A.”

Excise Tax-Related Provisions. In the event you become Executive becomes entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity in Control or other change in control (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Severance Payments”), if any of such Change of Control Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you to Executive at the time specified in clause (cSection 10(iii) below hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by youExecutive, after deduction of any Excise Tax on the Change of Control Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the Gross Up Payment payment provided for by this Section 1810, shall be equal to the Change of Control Total Payments; provided, however that in the event the aggregate value of the Change of Control Total Payments exceeds three times your the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code Code, (the “Parachute Threshold”), ) by an amount equal to less than fifteen ten percent (1510%) of the Parachute Threshold, one or more of the Change of Control Total Payments shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your the Executive’s “base amount.” and Unless the Executive shall have given prior written notice specifying a different order to the Company shall have no obligation to make a Gross-Up Payment. The effectuate the foregoing, the Company shall reduce or eliminate the Change of Control Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cashcash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of in Control. This provision Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing your the Executive’s rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you Executive any amount under this Section 18 7 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Code.

Excise Tax-Related Provisions. In the event If any payment or benefit you become entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable would receive pursuant to this AgreementAgreement or any other agreement (“Payment”) would (a) constitute a “parachute payment” within the “Change meaning of Control Payments”)Section 280G of the Code, if any of such Change of Control Payments are and (b) be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposedthe “Excise Tax”), then such Payment shall be adjusted so that it would equal the Company Reduced Amount. The “Reduced Amount” shall pay you at be the time specified largest portion of the Payment that would result in clause (c) below an additional amount (no portion of the Payment being subject to the Excise Tax. If a reduction in payments or benefits constituting “Gross-Up Payment”) such parachute payments” is necessary so that the net amount retained by youPayment equals the Reduced Amount, any such reduction will occur in a manner necessary to provide you with the greatest post-reduction economic benefit after deduction of any Excise Tax on the Change of Control Payments and any taking into account all applicable federal, state and local employment taxes, income tax taxes and the Excise Tax upon (all computed at the Gross Up highest applicable marginal rate). If more than one manner of reduction of Payments necessary to arrive at the Reduced Amount yields the greatest economic benefit to you, the Payments will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Pro Rata Reduction Method would result in any portion of the Payment provided being subject to taxes pursuant to Section 409A, then the Pro Rata Reduction Method shall be modified so as to avoid the imposition of taxes pursuant to Section 409A as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for by this Section 18you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be equal to eliminated before Payments that are not contingent on future events; and (C) as a third priority, Payments that are “deferred compensation” within the Change meaning of Control Payments; provided, however that in the event the aggregate value of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Parachute Threshold”), by an amount equal to less than fifteen percent (15%) of the Parachute Threshold, the Change of Control Payments 409A shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The Company shall reduce or eliminate the Change of Control Payments by first reducing or eliminating cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control before Payments that are unrelated to not “deferred compensation” within the Excise Tax. In addition, the following operational rules and limits shall apply to this meaning of Section 18.409A.

Excise Tax-Related Provisions. In the event you become Executive becomes entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity in Control or other change in control (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Severance Payments”), if any of such Change of Control Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you to Executive at the time specified in clause (cSection 7(iii) below hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by youExecutive, after deduction of any Excise Tax on the Change of Control Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the Gross Up Payment payment provided for by this Section 187(i), shall be equal to the Change of Control Total Payments; provided, however that in the event the aggregate value of the Change of Control Total Payments exceeds three times your the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code Code, (the “Parachute Threshold”), ) [by an amount equal to less than fifteen percent (15%) [10%/$50,000], one or more of the Parachute Threshold, the Change of Control Total Payments shall be reduced so that the aggregate value of the Total Payments is $1.00 less than the Parachute Threshold]. Unless the Executive shall have given prior written notice specifying a different order to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The effectuate the foregoing, the Company shall reduce or eliminate the Change of Control Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cashcash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of in Control. This provision Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing your the Executive’s rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you Executive any amount under this Section 18 7 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Code.

Excise Tax-Related Provisions. In Notwithstanding anything to the event you become entitled to any amounts or benefits payable contrary contained in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable pursuant to this Agreement) , to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between GCG and/or the Company and Executive (collectively, the “Change of Control Payments”), if any of such Change of Control Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you at the time specified in clause (c) below an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Change of Control Payments and any federal, state and local income tax and Excise Tax upon the Gross Up Payment provided for by this Section 18, shall be equal to the Change of Control Payments; provided, however that in the event the aggregate value of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Parachute Threshold”), by an amount equal to less than fifteen percent (15%) of the Parachute Threshold, the Change of Control Payments shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The Company shall reduce or eliminate the Change of Control Payments by first reducing or eliminating cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall constitute a “parachute payment” within the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result meaning of Section 409A 280G of the Code and (b) no part but for this Section 10, would be subject to the excise tax imposed by Section 4999 of the Gross Up Payment is intended Code, then the Payments shall be payable only as to provide a gross up for your regular income or employment taxes with respect such lesser amount which would result in no portion of such Payments being subject to excise tax under Section 4999 of the Code (i.e., the Payments shall be reduced by the smallest amount as shall be necessary to avoid the excise tax). Any reduction in the Payments pursuant to the Change of Control Payments preceding sentence shall be applied first against the latest scheduled cash payments; then current cash payments; then any equity or equity derivatives that are unrelated included under Section 280G of the Code at full value rather than accelerated value; then any equity or equity derivatives included under Section 280G of the Code at an accelerated value (and not at full value) shall be reduced with the highest value reduced first (as such values are determined under Treasury Regulation Section 1.280G-1, Q&A 24); finally any other non-cash benefits will be reduced. Unless Executive and the Company otherwise agree in writing, any determination required under this Section shall be made in writing by the Company’s independent public accountants (the “Accountants”), whose determination shall be conclusive and binding upon Executive, the Company and GCG for all purposes. For purposes of making the calculations required by this Section 10, the Accountants may rely on reasonable, good faith interpretations concerning the application of Section 280G and 4999 of the Code. GCG, the Company and Executive shall furnish to the Excise Tax. In addition, Accountants such information and documents as the following operational rules and limits shall apply Accountants may reasonably request in order to make a determination under this Section 1810. If this Section 10 is applied to reduce an amount payable to Executive, and the Internal Revenue Service successfully asserts that, despite the reduction, Executive has nonetheless received payments which are in excess of the maximum amount that could have been paid to Executive without being subjected to any excise tax, then, unless it would be unlawful for GCG to make such a loan or similar extension of credit to Executive, Executive may repay such excess amount to GCG as though such amount constitutes a loan to Executive made at the date of payment of such excess amount, bearing interest at 120% of the applicable federal rate (as determined under Section 1274(d) of the Code in respect of such loan).

Excise Tax-Related Provisions. In the event you become the Executive becomes entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity in Control or other change in control (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Severance Payments”), if any of such Change of Control Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you to the Executive at the time specified in clause (cSection 8(iii) below hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by youthe Executive, after deduction of any Excise Tax on the Change of Control Total Payments (as hereinafter defined) and any federal, state state, and local income tax and Excise Tax upon the Gross Up Payment payment provided for by this Section 188(i), shall be equal to the Change of Control Total Payments; provided, however that in the event the aggregate value of the Change of Control Total Payments exceeds three (3) times your the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code Code, (the “Parachute Threshold”), ) by an amount equal to less than fifteen percent (1510%) , one or more of the Parachute Threshold, the Change of Control Total Payments shall be reduced so that the aggregate value of the Total Payments is $1.00 less than the Parachute Threshold. Unless the Executive shall have given prior written notice specifying a different order to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The effectuate the foregoing, the Company shall reduce or eliminate the Change of Control Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cashcash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of in Control. This provision Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement arrangement, or agreement governing your the Executive’s rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you the Executive any amount under this Section 18 8 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Code.

Excise Tax-Related Provisions. In the event If any payment or benefit you become entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable would receive pursuant to this AgreementAgreement or any other agreement (“Payment”) would (a) constitute a “parachute payment” within the “Change meaning of Control Payments”)Section 280G of the Code, if any of such Change of Control Payments are and (b) be subject to the excise tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposedthe “Excise Tax”), then such Payment shall be adjusted so that it would equal the Company Reduced Amount. The “Reduced Amount” shall pay you at be the time specified largest portion of the Payment that would result in clause (c) below an additional amount (no portion of the Payment being subject to the Excise Tax. If a reduction in payments or benefits constituting “Gross-Up Payment”) such parachute payments” is necessary so that the net amount retained by youPayment equals the Reduced Amount, any such reduction will occur in a manner necessary to provide you with the greatest post-reduction economic benefit after deduction of any Excise Tax on the Change of Control Payments and any taking into account all applicable federal, state and local employment taxes, income tax taxes and the Excise Tax upon (all computed at the Gross Up highest applicable marginal rate). If more than one manner of reduction of Payments necessary to arrive at the Reduced Amount yields the greatest economic benefit to you, the Payments will be reduced pro rata (the “Pro Rata Reduction Method”). Notwithstanding the foregoing, if the Pro Rata Reduction Method would result in any portion of the Payment provided being subject to taxes pursuant to Section 409A of the Code, then the Pro Rata Reduction Method shall be modified so as to avoid the imposition of taxes pursuant to Section 409A of the Code as follows: (A) as a first priority, the modification shall preserve to the greatest extent possible, the greatest economic benefit for by this Section 18you as determined on an after-tax basis; (B) as a second priority, Payments that are contingent on future events (e.g., being terminated without Cause), shall be equal to the Change of Control Payments; provided, however eliminated before Payments that in the event the aggregate value of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) of the Code (the “Parachute Threshold”), by an amount equal to less than fifteen percent (15%) of the Parachute Threshold, the Change of Control Payments shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The Company shall reduce or eliminate the Change of Control Payments by first reducing or eliminating cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights contingent on future events; and entitlements to any benefits or compensation. For the avoidance of doubt, (aC) in no event shall the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result third priority, Payments that are “deferred compensation” within the meaning of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control shall be reduced before Payments that are unrelated to not “deferred compensation” within the Excise Tax. In addition, meaning of Section 409A of the following operational rules and limits shall apply to this Section 18Code.

Excise Tax-Related Provisions. In Notwithstanding anything to the event you become entitled to any amounts or benefits payable contrary contained in connection with a Change of Control, including the value of accelerated vesting of equity (and whether or not such amounts are payable pursuant to this Agreement, to the extent that any of the payments and benefits provided for under this Agreement or any other agreement or arrangement between the Company and Executive (collectively, the “Payments”) (i) constitute a “parachute payment” within the “Change meaning of Control Payments”)Code Section 280G and (ii) but for this Paragraph 14, if any of such Change of Control Payments are would be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999 4999, then the Payments shall be payable either (i) in full or (ii) as to such lesser amount which would result in no portion of such Payments being subject to excise tax under Code Section 4999; whichever of the Code (or any similar federalforegoing amounts, state or local tax that may hereafter be imposed), taking into account the Company shall pay you at the time specified in clause (c) below an additional amount (the “Gross-Up Payment”) such that the net amount retained by you, after deduction of any Excise Tax on the Change of Control Payments and any applicable federal, state and local income taxes and the excise tax imposed by Code Section 4999, results in Executive’s receipt on an after-tax basis, of the greatest amount of economic benefits under this Agreement, notwithstanding that all or some portion of such benefits may be taxable under Code Section 4999. Unless Executive and Excise Tax upon the Gross Up Payment provided for by Company otherwise agree in writing, any determination required under this Section 18, Paragraph shall be equal to made in writing by the Change of Control Payments; provided, however that in the event the aggregate value of the Change of Control Payments exceeds three times your “base amount,” as defined in Section 280G(b)(3) of the Code Company’s independent public accountants (the “Parachute ThresholdAccountants”), by an amount equal to less than fifteen percent (15%) of the Parachute Threshold, the Change of Control Payments whose determination shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” conclusive and binding upon Executive and the Company for all purposes. For purposes of making the calculations required by this Paragraph 14, the Accountants may make reasonable assumptions and approximations concerning applicable taxes and may rely on reasonable, good faith interpretations concerning the application of Code Sections 280G and 4999. The Company and Executive shall have no obligation furnish to the Accountants such information and documents as the Accountants may reasonably request in order to make a Gross-Up Paymentdetermination under this Paragraph. The Company Any reduction in payments and/or benefits required by this Paragraph 14 shall reduce or eliminate occur in the Change following order: reduction of Control Payments by first reducing or eliminating cash payments; cancellation of accelerated vesting of equity awards; reduction of employee benefits. In the event that acceleration of vesting of an equity award is to be reduced, such acceleration of vesting shall be cancelled in the reverse order of the date of grant of the Executive’s equity awards. If this Paragraph 14 is applied to reduce an amount payable to Executive, and then by reducing the Internal Revenue Service successfully asserts that, despite the reduction, Executive has nonetheless received payments which are in excess of the maximum amount that could have been paid to Executive without being subjected to any excise tax, then, unless it would be unlawful for the Company to make such a loan or eliminating similar extension of credit to Executive, Executive may repay such excess amount to the portion Company as though such amount constitutes a loan to Executive made at the date of payment of such Change excess amount, bearing interest at 120% of Control Payments which are not payable in cash, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of Control. This provision shall take precedence over the provisions of any other plan, arrangement or agreement governing your rights and entitlements to any benefits or compensation. For the avoidance of doubt, applicable federal rate (aas determined under Code Section 1274(d)) in no event shall the Company be required to pay to you any amount under this Section 18 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18such loan.

Excise Tax-Related Provisions. In the event you become Executive becomes entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity in Control or other change in control (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Severance Payments”), if any of such Change of Control Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you to Executive at the time specified in clause (cSection 7(iii) below hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by youExecutive, after deduction of any Excise Tax on the Change of Control Total Payments (as hereinafter defined) and any federal, state and local income tax and Excise Tax upon the Gross Up Payment payment provided for by this Section 187, shall be equal to the Change of Control Total Payments; provided, however that in the event the aggregate value of the Change of Control Total Payments exceeds three times your the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code Code, (the “Parachute Threshold”), ) by an amount equal to less than fifteen ten percent (1510%) of the Parachute Threshold, one or more of the Change of Control Total Payments shall be reduced to an aggregate amount that is two hundred ninety-nine percent (299%) of your the Executive’s “base amount.” and Unless the Executive shall have given prior written notice specifying a different order to the Company shall have no obligation to make a Gross-Up Payment. The effectuate the foregoing, the Company shall reduce or eliminate the Change of Control Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cashcash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of in Control. This provision Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement or agreement governing your the Executive’s rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you Executive any amount under this Section 18 7 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Code.

Excise Tax-Related Provisions. In the event you become the Executive becomes entitled to any amounts or benefits payable in connection with a Change of Control, including the value of accelerated vesting of equity in Control or other change in control (and whether or not such amounts are payable pursuant to this Agreement) (the “Change of Control Severance Payments”), if any of such Change of Control Severance Payments are subject to the tax (the “Excise Tax”) imposed by Section 4999 of the Code (or any similar federal, state or local tax that may hereafter be imposed), the Company shall pay you to the Executive at the time specified in clause (cSection 7(iii) below hereof an additional amount (the “Gross-Up Payment”) such that the net amount retained by youthe Executive, after deduction of any Excise Tax on the Change of Control Total Payments (as hereinafter defined) and any federal, state state, and local income tax and Excise Tax upon the Gross Up Payment payment provided for by this Section 187(i), shall be equal to the Change of Control Total Payments; provided, however that in the event the aggregate value of the Change of Control Total Payments exceeds three (3) times your the Executive’s “base amount,” as defined in Section 280G(b)(3) of the Code Code, (the “Parachute Threshold”), ) by an amount equal to less than fifteen percent (1510%) , one or more of the Parachute Threshold, the Change of Control Total Payments shall be reduced so that the aggregate value of the Total Payments is $1.00 less than the Parachute Threshold. Unless the Executive shall have given prior written notice specifying a different order to an aggregate amount that is two hundred ninety-nine percent (299%) of your “base amount” and the Company shall have no obligation to make a Gross-Up Payment. The effectuate the foregoing, the Company shall reduce or eliminate the Change of Control Total Payments by first reducing or eliminating the portion of the Total Payments which are not payable in cash payments, and then by reducing or eliminating the portion of such Change of Control Payments which are not payable in cashcash payments, in each case in reverse order beginning with payments or benefits which are to be paid the farthest in time from the Change of in Control. This provision Any notice given by the Executive pursuant to the preceding sentence shall take precedence over the provisions of any other plan, arrangement arrangement, or agreement governing your the Executive’s rights and entitlements to any benefits or compensation. For the avoidance of doubt, (a) in no event shall the Company be required to pay to you the Executive any amount under this Section 18 7 with respect to any taxes or interest that may arise as a result of Section 409A of the Code and (b) no part of the Gross Up Payment is intended to provide a gross up for your regular income or employment taxes with respect to the Change of Control Payments that are unrelated to the Excise Tax. In addition, the following operational rules and limits shall apply to this Section 18Code.