Common use of Excise Taxes Clause in Contracts

Excise Taxes. (a) If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan plan, agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, reducing the amount of any noncash or cash benefits under this Agreement, then noncash Agreement or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementarrangement as directed by the Executive. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationCompany. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If any payment payments or distribution by benefits paid or provided or to be paid or provided to the Company or any affiliate to Employee or for the Employee's benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar rightin connection with, or arising out of, employment with the lapse Company or termination of any restriction on its subsidiaries or the vesting or exercisability of any of termination thereof (an "Employment Payment" and, collectively, the foregoing (a “Payment”), "Employment Payments") would be subject to the excise tax imposed by section 4999 of the Internal Revenue Code Section 4999 or to any similar tax imposed by state or local lawof 1986, or any interest or penalties with respect to as amended (the "Code" and such tax (such tax or taxestax, together with any such interest and penalties, being hereafter collectively referred to as the “"Excise Tax”"), then the benefits payable or provided Employee may elect for such Employment Payments to be reduced to one dollar less than the amount that would constitute a "parachute payment" under section 280G of the Code (the "Scaled Back Amount"). Any such election must be in writing and delivered to the Company. If the Employee does not elect to have Employment Payments reduced to the Scaled Back Amount, the Employee shall be responsible for payment of any Excise Tax resulting from the Employment Payments and the Employee shall not be entitled to a gross-up payment under this Agreement (or any other arrangement for such Excise Tax. If the Employment Payments as described above) are to be reduced, they shall be reduced in the following order of priority: (but not in excess i) first from cash compensation, (ii) next from equity compensation, then (iii) pro-rated among all remaining Employment Payments and benefits. Within each such priority category, Employment Payments shall be reduced on a last to be paid, first reduced basis; provided that if there is a question as to which Employment Payments within any of the amount of foregoing categories are to be reduced first, the benefits payable or Employment Payments that will produce the greatest present value reduction in the Employment Payments with the least reduction in economic value provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must Employee shall be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationfirst. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If any payment or distribution by the Company or any affiliate Related Entity to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “"Payment”"), would be subject to the excise tax imposed by Code Section 4999 of the Code or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “"Excise Tax”"), then the benefits Termination Benefits payable or provided under this Agreement (or other Payments as described abovebelow) shall must be reduced (but not in excess of the amount of the benefits Termination Benefits payable or provided under this Agreement) if, and only to the extent that, largest amount that will result in no portion of any such reduction will allow Payment being subject to the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reductionExcise Tax. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Excise Tax Amount attributable to the Executive’s 's total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “"Capped Payments”"). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Capped Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the but in no event will any such reductions imposed under this Section 14 are 5 be in excess of the amount of benefits Termination Benefits payable or provided under this Agreement. In that case, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, reducing the amount of any noncash or cash benefits under this Agreement, then noncash Agreement (which includes without limitation the acceleration of the vesting and exercisability of stock options and stock awards previously granted to the Executive pursuant to subsection (e) of Section 4 hereof) or cash benefits under any other plan, agreement or arrangement, arrangement (with the source of the reduction to be directed by the Executive) and then by reducing the amount of any cash payments benefits under this Agreement and finally any cash payments under or any other plan plan, agreement or arrangementarrangement (with the source of the reduction to be directed by the Executive). The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced to the Capped Payments and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 145, it is possible that the Executive amounts will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed to the Executive that should not have been paid or distributed under this Section 5 (“"Overpayments”"), or that additional Parachute Payments or Capped Payments amounts should be paid or distributed to the Executive under this Section 5 (“"Underpayments”"). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, will be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive4999. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationCompany. (f) For purposes of this Section 145, the following terms shall have their respective meanings:

Excise Taxes. (ai) If any payment or distribution by the Company or any affiliate to or for the benefit of the payments or benefits received or to be received by Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant any other plan, arrangement or agreement with the Company are deemed by the Auditor (as defined below), the Company's tax counsel ("Tax Counsel") or the Internal Revenue Services to or constitute an excess parachute payment under Section 280(G) of the Internal Revenue Code of 1986, as amended (the "Code") (all such payments and benefits, excluding the Gross-Up Payment (which is defined below), being hereinafter referred to as the "Total Payments"), the Company shall pay to Executive an additional amount (the "Gross-Up Payment") such that the net amount retained by reason Executive, after deduction of any other agreementtotal excise tax, policytogether with all applicable interest and penalties (collectively, planthe "Excise Tax") Tax on the Total Payments and any federal, program or arrangementstate and local income and employment taxes and Excise Tax upon the Gross-Up Payment, including without limitation any stock option, stock appreciation right or similar right, or shall be equal to the lapse or termination Total Payments. (ii) For purposes of any restriction on or the vesting or exercisability of determining whether any of the foregoing (a “Payment”), would Total Payments will be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to Excise Tax and the amount of such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”, (i) all of the Total Payments shall be treated as "parachute payments" (within the meaning of section 280G(b)(2) of the Code) unless, in the opinion of Tax Counsel reasonably acceptable to Executive and selected by the accounting firm which was, immediately prior to the change in control, the Company's independent auditor (the "Auditor"), then such payments or benefits (in whole or in part) do not constitute parachute payments, including by reason of section 280G(b)(4)(A) of the benefits payable or provided under this Agreement Code, (or other Payments as described aboveii) all "excess parachute payments" within the meaning of section 280G(b)(l) of the Code shall be reduced treated as subject to the Excise Tax unless, in the opinion of Tax Counsel, such excess parachute payments (but not in whole or in part) represent reasonable compensation for services actually rendered (within the meaning of section 280G(b)(4)(B) of the Code) in excess of the base amount allocable to such reasonable compensation, or are otherwise not subject to the Excise Tax, and (iii) the value of any noncash benefits or any deferred payment or benefit shall be determined by the Auditor in accordance with the principles of sections 280G(d)(3) and (4) of the Code. For purposes of determining the amount of the benefits payable Gross-Up Payment, Executive shall be deemed to pay federal income tax at the highest marginal rate of federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive's residence on the Date of Termination (or provided under if there is no Date of Termination, then the date on which the Gross-Up Payment is calculated for purposes of this Agreement) ifSection 6(b)), net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and only local taxes. If there has not been a Date of Termination with respect to Executive, the extent that, such reduction will allow Company shall cause the Executive Gross-Up Payment to receive be calculated within 30 days of a greater Net After Tax Amount than such Executive would receive absent such reductionwritten request to that effect from Executive. (biii) The Accounting Firm (as defined below) will first determine Executive and the Company shall each reasonably cooperate with the other in connection with any administrative or judicial proceedings concerning the existence or amount of any Parachute Payments (as defined below) that are payable liability for Excise Tax with respect to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Total Payments. (civ) The Accounting Firm will next determine the largest amount of payments that may provided in this Section 6(c) shall be made to not later than the Executive without subjecting fifth day following the Executive to the Excise Tax Date of Termination (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess there is no Date of the amount of benefits payable or provided under this AgreementTermination, then the total Parachute Payments will be adjusted by first reducing, fifth day following date on a pro rata basis, which the amount Gross-Up Payment is calculated for purposes of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”6(c), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will if the amounts of such payments cannot be deemed finally determined on or before such day, the Company shall pay to have been made and no amount will be payable Executive on such day an estimate, as determined in good faith by the Company, in accordance with Section 6(b), of the minimum amount of such payments to which Executive is clearly entitled and shall pay the remainder of such payments (together with interest on the unpaid remainder) at 120% of the rate provided in section 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no event later than the thirtieth (30th) day after the occurrence of a Date of Termination. At the time that payments are made under this Agreement, the Company shall provide Executive with a written statement setting forth the manner in which such payments were calculated and the basis for such calculations including, without limitation, any opinions or other advice the Company has received from Tax Counsel, the Auditor or other advisors or consultants (and any such opinions or advice which are in writing shall be attached to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationstatement). (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If any payment In the event that it will be determined that the aggregate payments or distribution distributions by the Company or any affiliate to you or for the benefit of the Executiveyour benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant otherwise, but determined without regard to or by reason of any other agreementadditional payments required under this Section 5.7 (the "Payments"), policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any constitute "excess parachute payments" (as such term is defined under Section 280G of the foregoing Internal Revenue Code of 1986, as amended (a “Payment”the "Code") or any successor provision, and the regulations promulgated thereunder (collectively, "Section 280G"), would be ) that are subject to the excise tax imposed by Code Section 4999 of the Code or to any similar tax imposed by state or local lawsuccessor provision (collectively, "Section 4999") or any interest or penalties with respect to such excise tax (such tax or taxesthe total excise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “"Excise Tax”")), then you will be entitled to receive an additional payment (a "Gross-Up Payment") in an amount such that after payment by the benefits payable Executive of all taxes (including any interest or provided under this Agreement penalties imposed with respect to such taxes), including, without limitation, any Federal, state or local income and employment taxes and Excise Tax (or other Payments as described aboveand any interest and penalties imposed with respect to any such taxes) shall be reduced (but not in excess of imposed upon the Gross-Up Payment, the Executive retains an amount of the benefits payable or provided under this Agreement) if, and only Gross-Up Payment equal to the extent that, such reduction will allow Excise Tax imposed upon the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reductionPayments. (b) The Accounting Firm (as defined belowSubject to the provisions of Section 5.7(c) will first determine hereof, all determinations required to be made under this Section 5.7, including whether and when a Gross-Up Payment is required and the amount of any Parachute Payments such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, will be made by the Company's independent public accounting firm (as defined belowthe "Accounting Firm") that are payable which will provide detailed supporting calculations both to the ExecutiveCompany and you. The Any Gross-Up Payment, as determined pursuant to this Section 5.7, will be paid by the Company to you within five (5) days of the receipt of the Accounting Firm also will determine Firm's determination (it being understood, however, that the Net After Tax Amount attributable Gross-Up Payment may, if permitted by law, be paid directly to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”applicable taxing authorities). Thereafter, Any determination by the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and binding upon the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) you. As a result of the uncertainty in the application of Code Sections 280G and Section 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that Gross-Up Payments which will not have been made by the Executive will have received Parachute Payments or Capped Payments in excess of the amount that Company should have been paid or distributed made by the Company (“Overpayments”"Underpayment"), or that additional Parachute Gross-Up Payments or Capped Payments will have been made by the Company which should not have been made ("Overpayment"), consistent with the calculations required to be paid or distributed to the Executive (“Underpayments”)made hereunder. If In either such event, the Accounting Firm determines, based on either will determine the assertion amount of a deficiency by the Internal Revenue Service against Underpayment or Overpayment that has occurred. In the event that the Company or the Executiveexhausts its remedies pursuant to Section 5.7(c) and you thereafter are required to make a payment of any Excise Tax, which assertion the Accounting Firm believes will determine the amount of the Underpayment that has a high probability occurred and any such Underpayment will be promptly paid by the Company to you or for your benefit. In the case of success or controlling precedent or substantial authorityan Overpayment, that an Overpayment has been made, that Overpayment mayyou will, at the Executive’s discretiondirection of the Company, be treated take such steps as are reasonably necessary (including, if reasonable, the filing of returns and claims for all purposes as a loan ab initio that the Executive must repay to refund), and otherwise reasonably cooperate with the Company immediately together with interest at the applicable Federal rate under Code Section 7872to correct such Overpayment; provided, however, that no loan (i) you will not in any event be deemed obligated to have been made and no amount will be payable by the Executive return to the Company unlessan amount greater than the net after-tax portion of the Overpayment that you have retained or have recovered as a refund from the applicable taxing authorities and (ii) this provision will be interpreted in a manner consistent with the intent of Section 5.7(a) hereof to make the Executive whole, on an after-tax basis, from the application of Section 4999. (c) You will notify the Company in writing of any claim by the Internal Revenue Service that, if successful, would require a payment by the Company, or a change in the amount of the payment by the Company of, the Gross-Up Payment. Such notification will be given as soon as practicable after you are informed in writing of such claim and then only will apprise the Company of the nature of such claim and the date on which such claim is requested to be paid; provided that the failure to give any notice pursuant to this Section 5.7 (c) will not impair your rights under this Section 5.7 except to the extent that, the deemed loan and payment would either reduce Company is materially prejudiced thereby. You will not pay such claim prior to the amount expiration of the 30-day period following the date on which you give such notice to the Executive Company (or such shorter period ending on the date that any payment of taxes with respect to such claim is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receivedue). If the Accounting Firm determinesCompany notifies you in writing prior to the expiration of such period that it desires to contest such claim, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and you will: (i) give the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly any information reasonably requested by the Company after relating to such determination.claim, (ii) take such action in connection with contesting such claim as the Company will 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, (fiii) For purposes of this Section 14cooperate with the Company in good faith in order effectively to contest such claim, the following terms shall have their respective meanings:and

Excise Taxes. (a) If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) . The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) . The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) . The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) . As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) . For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If 13.1 In the event it shall be determined that any payment or distribution of any type by the Company or any affiliate Employer to or for the benefit of the ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”"Total Payments"), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Code or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are collectively referred to as the “"Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Employee shall be reduced entitled to receive an additional payment (but not a "Gross-Up Payment") in excess an amount such that after payment by Employee of all taxes (including additional excise taxes under said Section 4999 and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Employee retains an amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Employer shall pay the Gross-Up Payment to Employee within twenty (20) business days after the Payment Date. 13.2 All determinations required to be made under this Section 13(c)(ii) including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the independent accounting firm retained by Employer on the date of determination (the “Capped Payments”"Accounting Firm"), which shall provide detailed supporting calculations both to Employer and Employee within fifteen (15) business days of the Payment Date, if applicable, or such earlier time as is requested by Employer. Thereafter, If the Accounting Firm will determine determines that no Excise Tax is payable by Employee, it shall furnish Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive shall be binding upon Employer and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Employee. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the Executive Gross-Up Payments which will not have received Parachute Payments or Capped Payments in excess of the amount that been made by Employer should have been paid or distributed made (“Overpayments”"Underpayment"), or consistent with the calculations required to be made hereunder. In the event that additional Parachute Payments or Capped Payments should be paid or distributed Employer exhausts its remedies pursuant to the Executive (“Underpayments”). If Section 13.3 and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm determinesshall determine the amount of the Underpayment that has occurred, based on either and any such Underpayment shall be promptly paid by Employer to or for the assertion benefit of a deficiency Employee. 13.3 Employee shall notify Employer in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is notified in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which he gives such notice to Employer (or such shorter period ending on the Executivedate that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authorityEmployee shall (w) give Employer any information reasonably requested by Employer relating to such claim, (x) take such action in connection with contesting such claim as Employer 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 Employer, (y) cooperate with Employer in good faith in order to effectively contest such claim, and (z) permit Employer to participate in any proceedings relating to such claim, provided, however, that Employer 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 Employee harmless, on an Overpayment has been madeafter-tax basis, that Overpayment 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 Section 13.3, Employer 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 Employee to pay the Executive’s discretiontax claimed and xxx for a refund, be treated for all purposes or contest the claim in any permissible manner, and Employee 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 a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872Employer shall determine; provided, however, that no loan will if Employer directs Employee to pay such claim and xxx for a refund, Employer shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee 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 Employee with respect to which such contested amount is claimed to be deemed due is limited solely to have been made and no amount will such contested amount. Furthermore, Employer's control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Executive Internal Revenue Service or any other taxing authority. 13.4 If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to Employer's complying with the requirements of Section 13.3) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the Company unlessexpiration of thirty days after such determination, then such advance shall be forgiven and then only shall not be required to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination be repaid and the amount of that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. (a) If Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by to the Company or any affiliate to Employee or for the Employee's benefit of the Executive, (whether paid or payable or distributed or distributable distributable) pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “"Payment”), ") would be subject to the excise tax imposed by section 4999 of the Internal Revenue Code Section 4999 or (the "Excise Tax"), then the Employee shall be entitled to any similar tax imposed receive from Choice an additional payment (the "Gross-Up Payment") in an amount such that the net amount of the Payment and the Gross-Up Payment retained by state or local law, or the Employee after the calculation and deduction of all Excise Taxes (including any interest or penalties imposed with respect to such taxes) on the payment and all federal, state and local income tax, employment tax and Excise Tax (including any interest or penalties imposed with respect to such taxes) on the Gross-Up Payment provided for in this Section, and taking into account any lost or reduced tax or taxesdeductions on account of the Gross-Up Payment, together shall be equal to the Payment; (b) All determinations required to be made under this Section, including whether and when the Gross-Up Payment is required and the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determinations shall be made by Accountants which Choice shall request provide the Employee and Choice with detailed supporting calculations with respect to such Gross-Up Payment at the time the Employee is entitled to receive the Payment. For the purposes of this Section, the "Accountants" shall mean Choice's independent certified public accountants. All fees and expenses of the Accountants shall be borne solely by Choice. For the purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then such Payments will be treated as "parachute payments" within the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not meaning of section 280G of the Code, and all "parachute payments" in excess of the amount "base amount" (as defined under section 280G(b)(3) of the benefits payable or provided under this AgreementCode) ifshall be treated as subject to the excise Tax, unless and only except to the extent that, that in the opinion of the Accountants such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined belowin whole or in part) that are payable to either do not constitute "parachute payments" or represent reasonable compensation for services actually rendered (within the Executive. The Accounting Firm also will determine meaning of section 280G(b)(4) of the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (cCode) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount "base amount," or such "parachute payments" are otherwise not subject to such Excise Tax; for purposes of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, determining the amount of the Gross-Up Payment the Employee shall be deemed to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Gross-Up Payment is to be made and to pay any noncash applicable state and local income taxes at the highest applicable marginal rate of taxation for 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 the deduction of such state or cash benefits under this Agreementlocal taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee's adjusted gross income); and to have otherwise allowable deductions for Federal, then noncash or cash benefits under state and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-Up Payment in the Employee's adjusted gross income. Any Gross-Up Payment with respect to any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementPayment shall be paid by Choice at the time the Employee is entitled to receive the Payment. The Accounting Firm will notify Any determination by the Executive Accountants shall be binding upon Choice and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Employee. As a result of the uncertainty in the application of section 4999 of the Code Sections 280G and 4999 at the time that of the Accounting Firm makes its determinations under this Section 14initial determination by the Accountants hereunder, it is possible that the Executive Gross-Up Payment made will have received Parachute Payments or Capped Payments in excess of the been an amount that less than Choice should have been paid or distributed pursuant to this Section (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”"Underpayment"). If In the Accounting Firm determines, based on either event that Choice exhausts its remedies and the assertion Employee is required to make a payment of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent thatany Excise Tax, the deemed loan and payment would either reduce Underpayment shall be promptly paid by Choice to or for the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationEmployee's benefit. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything in the foregoing to the contrary, if Independent Tax Counsel (aas that term is defined below) If determines that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any payment other payments and benefits provided or distribution by to be provided to the Executive from the Company or any affiliate to or for the benefit successors thereto constitute “parachute payments” as defined in Section 280G of the Executive, whether paid Code (or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing successor provision thereto) (a “PaymentParachute Payments”), ) that would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax of the Code (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then then, except as otherwise provided in the benefits payable or provided under this Agreement (or other next sentence, such Parachute Payments as described above) shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not in excess of the amount of the benefits payable or provided under this Agreementbelow zero) if, and only so that no portion thereof shall be subject to the extent that, such reduction will allow Excise Tax. If Independent Tax Counsel determines that the Executive to receive a greater Net After Tax Amount than such Executive would receive absent in the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were not reduced pursuant to this Section 3(f)(iii), then no such reduction. (b) reduction shall be made. The Accounting Firm (determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as defined below) the case may be, payments or benefits in the order that it determines will first determine produce the amount required reduction in total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any Parachute Payments (as defined below) that payments are payable to equivalent, such payments shall be reduced in the Executive. The Accounting Firm also will determine inverse order of when the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be would have been made to the Executive without subjecting until the Executive to reduction specified herein is achieved. The determination of the Excise Independent Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed Counsel under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will 3(f)(iii) shall be adjusted by first reducing, final and binding on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementall parties hereto. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 143(f)(iii), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to the Executive (the Executive’s acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iii) shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section 409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the following terms shall have their respective meanings:original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

Excise Taxes. Notwithstanding anything herein to the contrary, in the event that it is determined by Employer, or by the Internal Revenue Service (athe “IRS”) If pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), that any payment or distribution by the Company benefit provided to you hereunder or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)otherwise, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then Employer shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Tax Neutralization Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or other Payments as described above) benefit had not been subject to the Excise Tax. Employer will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The amount of the Tax Neutralization Payment shall be reduced (but not in excess of calculated by Employer’s regular independent auditors based on the amount of the benefits payable Excise Tax paid by Employer as determined by Employer or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine IRS. If the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine Excise Tax determined by the Net After Tax Amount attributable to IRS is greater than an amount previously determined by Employer, Employer’s auditors shall recalculate the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments the Tax Neutralization Payment. Employer’s auditors shall provide you with detailed support for its calculations. Employer shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Employer of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim on behalf of Employer and at Employer’s sole expense. In such event, Employer may be made elect to control the Executive without subjecting the Executive conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive and shall cooperate with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are Employer in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount each phase of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationcontest. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If a. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant otherwise, but determined without regard to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing additional payments required under this Section 4) (a “"Payment”), ") would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Executive shall be reduced entitled to receive an additional payment (but not a "Gross-Up Payment") in excess an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), 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 benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this paragraph "a", 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 “Capped "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. b. Subject to the provisions of paragraph "a", all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent certified public accountants serving immediately prior to the Change in Control (the "Accounting Firm"), which shall be retained to provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is required by the Company. Thereafter, In the event that the Accounting Firm will determine is also serving as accountant or auditor for the Net After Tax Amount attributable individual, entity or group effecting the Change in Control, the Company shall, prior to the Capped Payments. Change in Control, appoint another nationally recognized public accounting firm to make the determinations required hereunder (d) The Executive which accounting firm shall then will receive be referred to as the total Parachute Payments or Accounting Firm hereunder). All fees and expenses of the total Capped PaymentsAccounting Firm shall be borne solely by the Company. Any Gross-Up Payment, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under as determined pursuant to this Section 14 are in excess 4, shall be paid by the Company to Executive within 5 days of the amount receipt of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted Accounting Firm's determination. Any determination by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and shall be binding upon the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Executive. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that Gross-Up Payments which will not have been made by the Executive will have received Parachute Payments or Capped Payments in excess of the amount that Company should have been paid or distributed made (“Overpayments”"Underpayment"), or that additional Parachute Payments or Capped Payments should consistent with the calculations required to be paid or distributed to the Executive (“Underpayments”)made hereunder. If the Company exhausts its remedies pursuant to paragraph "c" below and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm determines, based on either shall determine the assertion amount of a deficiency the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. c. Executive shall notify the Company in writing of any claim by the Internal Revenue Service against 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 10 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 or appealed. Executive shall not pay such claim prior to the Executive, expiration of the 30-day period following the date on which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay it gives such notice to the Company immediately together (or such shorter period ending on the date that any payment of taxes with interest at respect to such claim is due). If the applicable Federal rate under Code Section 7872Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably required by the Company relating to such claim; (ii) take such action in connection with contesting such claims 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; (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 no loan will 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 paragraph "c", 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 sue for a refund or to contest the claim xx 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 sue for a refund, the Company shall advanxx 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 deemed due is limited solely to have been made and no amount will 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. d. If, after the receipt by Executive of an amount advanced by the Company pursuant to paragraph "c" above, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of paragraph "c" above) promptly pay to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of such refund (together with any interest paid or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receivecredited thereon after taxes applicable thereto). If after the Accounting Firm determinesreceipt by Executive of any amount advanced by the Company pursuant to paragraph "c" above, based upon controlling precedent or substantial authority, a determination is made that an Underpayment has occurred, the Accounting Firm will notify the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of that determination 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 that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. (a) If 13.1 In the event it shall be determined that any payment or distribution of any type by the Company or any affiliate Employer to or for the benefit of the ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentTotal Payments”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Code or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) Employee shall be reduced entitled to receive an additional payment (but not a “Gross-Up Payment”) in excess an amount such that, after payment by Employee of all taxes (including additional excise taxes under said Section 4999 and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Employee retains an amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Employer shall pay the Gross-Up Payment to Employee within twenty (20) business days after the date on which Employee is entitled to a Severance Benefit after a Change in Control (the “Capped PaymentsPayment Date”). 13.2 All determinations required to be made under this Section 13 including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the independent accounting firm retained by Employer on the date of determination (the “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Employee within fifteen (15) business days of the Payment Date, if applicable, or such earlier time as is requested by Employer. Thereafter, If the Accounting Firm will determine determines that no Excise Tax is payable by Employee, it shall furnish Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive shall be binding upon Employer and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Employee. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the Executive Gross-Up Payments which will not have received Parachute Payments or Capped Payments in excess of the amount that been made by Employer should have been paid or distributed made (“OverpaymentsUnderpayment”), or consistent with the calculations required to be made hereunder. In the event that additional Parachute Payments or Capped Payments should be paid or distributed Employer exhausts its remedies pursuant to the Executive (“Underpayments”). If Section 13.3 and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm determinesshall determine the amount of the Underpayment that has occurred, based on either and any such Underpayment shall be promptly paid by Employer to or for the assertion benefit of a deficiency Employee. 13.3 Employee shall notify Employer in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is notified in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which he gives such notice to Employer (or such shorter period ending on the Executivedate that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authorityEmployee shall (w) give Employer any information reasonably requested by Employer relating to such claim, (x) take such action in connection with contesting such claim as Employer 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 Employer, (y) cooperate with Employer in good faith in order to effectively contest such claim, and (z) permit Employer to participate in any proceedings relating to such claim, provided, however, that Employer 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 Employee harmless, on an Overpayment has been madeafter-tax basis, that Overpayment 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 Section 13.3, Employer 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 Employee to pay the Executive’s discretiontax claimed and xxx for a refund, be treated for all purposes or contest the claim in any permissible manner, and Employee 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 a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872Employer shall determine; provided, however, that no loan will if Employer directs Employee to pay such claim and xxx for a refund, Employer shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee 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 Employee with respect to which such contested amount is claimed to be deemed due is limited solely to have been made and no amount will such contested amount. Furthermore, Employer’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Executive Internal Revenue Service or any other taxing authority. 13.4 If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to Employer’s complying with the requirements of Section 13.3) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the Company unlessexpiration of thirty days after such determination, then such advance shall be forgiven and then only shall not be required to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination be repaid and the amount of that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. Notwithstanding anything in the foregoing to the contrary, if Independent Tax Counsel (aas that term is defined below) If determines that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any payment other payments and benefits provided or distribution by to be provided to the Executive from the Company or affiliates or any affiliate to or for the benefit successors thereto constitute “parachute payments” as defined in Section 280G of the Executive, whether paid Code (or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing successor provision thereto) (a “PaymentParachute Payments”), ) that would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax of the Code (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then then, except as otherwise provided in the benefits payable or provided under this Agreement (or other next sentence, such Parachute Payments as described above) shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not in excess of the amount of the benefits payable or provided under this Agreementbelow zero) if, and only so that no portion thereof shall be subject to the extent that, such reduction will allow Excise Tax. If Independent Tax Counsel determines that the Executive to receive a greater Net After Tax Amount than such Executive would receive absent in the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were not reduced pursuant to this Section 3(f)(iii), then no such reduction. (b) reduction shall be made. The Accounting Firm (determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as defined below) the case may be, payments or benefits in the order that it determines will first determine produce the amount required reduction in total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any Parachute Payments (as defined below) that payments are payable to equivalent, such payments shall be reduced in the Executive. The Accounting Firm also will determine inverse order of when the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be would have been made to the Executive without subjecting until the Executive to reduction specified herein is achieved. The determination of the Excise Independent Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed Counsel under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will 3(f)(iii) shall be adjusted by first reducing, final and binding on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementall parties hereto. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 143(f)(iii), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to the Executive (the Executive’s acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iii) shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section 409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the following terms shall have their respective meanings:original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

Excise Taxes. (a) If a. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant otherwise, but determined without regard to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing additional payments required under this Section 4) (a “"Payment”), ") would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “"Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Executive shall be reduced entitled to receive an additional payment (but not "Gross-Up Payment") in excess an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), 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 benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this paragraph "a", if it is determined that Executive is entitled to a Gross-Up Payment, but that Executive, after taking into account the Payments and Gross-Up Payment, would not receive a net after-tax benefit of at least $25,000 (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 “Capped "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. b. Subject to the provisions of paragraph "c" of this Section 4, all determinations required to be made under this Section 4, including (without limitation) whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be used in arriving at such determination, shall be made by a certified public accounting firm selected by the Company and reasonably acceptable to Executive (the "Accounting Firm"), which shall be retained to provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. Thereafter, All fees and expenses of the Accounting Firm will determine shall be paid solely by the Net After Tax Amount attributable Company. Any Gross-Up Payment, as determined pursuant to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess 4, shall be paid by the Company to Executive within five (5) days of the amount receipt of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted Accounting Firm's determination. Any determination by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and shall be binding upon the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Executive. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that Gross-Up Payments which will not have been made by the Executive will have received Parachute Payments or Capped Payments in excess of the amount that Company should have been paid or distributed made (“Overpayments”"Underpayment"), or that additional Parachute Payments or Capped Payments should consistent with the calculations required to be paid or distributed to the Executive (“Underpayments”)made hereunder. If the Company exhausts its remedies pursuant to paragraph "c" of this Section 4 and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm determines, based on either shall determine the assertion amount of a deficiency the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. c. Executive shall notify the Company in writing of any claim by the Internal Revenue Service against 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 (10) 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 or appealed. Executive shall not pay such claim prior to the Executive, expiration of the 30-day period following the date on which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay it gives such notice to the Company immediately together (or such shorter period ending on the date that any payment of taxes with interest at respect to such claim is due). If the applicable Federal rate under Code Section 7872Company 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 reasonably 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 selected by the Company and reasonably acceptable to Executive, (c) cooperate with the Company in good faith in order to effectively contest such claim, and (d) permit the Company to participate in any proceedings relating to such claim; provided, however, that no loan will the Company shall bear and pay directly all costs and expenses (including, without limitation, 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, without limitation, 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 paragraph "c", 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 sxx 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 sxx 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, without limitation, 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 deemed due is limited solely to have been made and no amount will 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. d. If, after the receipt by Executive of an amount advanced by the Company pursuant to paragraph "c" of this Section 4, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of paragraph "c" of this Section 4) promptly pay to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of such refund (together with any interest paid or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receivecredited thereon after taxes applicable thereto). If after the Accounting Firm determinesreceipt by Executive of an amount advanced by the Company pursuant to paragraph "c" of this Section 4, based upon controlling precedent or substantial authority, a determination is made that an Underpayment has occurred, the Accounting Firm will notify the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of that determination 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 that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. In the event that the aggregate of all payments or benefits made or provided to Executive in connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (athe "Aggregate Payment") If any payment or distribution by is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Company Internal Revenue Code, as amended, or any affiliate successor provision, Sensormatic shall pay to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant prior to the terms of this Agreement or otherwise pursuant to or by reason of time any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code, as amended, or any interest or penalties successor provision ("Excise Tax"), is payable with respect to such tax (such tax or taxesAggregate Payment, together with any such interest an additional amount which, after the imposition of all income and penaltiesexcise taxes thereon, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Executive and the time of payment pursuant to this Section 12 shall be made by an independent auditor (the “Capped Payments”)"Auditor") jointly selected by Sensormatic and Executive and paid by Sensormatic. ThereafterThe Auditor shall be a nationally recognized United States public accounting firm which has not, during the Accounting Firm will determine two years preceding the Net After date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Executive and Sensormatic cannot agree on the firm to serve as the Auditor, then Executive and Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the accounting firm to serve as the Auditor. Notwithstanding the foregoing, in the event that the amount of Executive's Excise Tax Amount attributable liability is subsequently determined to be greater than the Capped Payments. (d) The Excise Tax liability with respect to which an initial payment to Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the 12 has been made, Sensormatic shall pay to Executive an additional amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of with respect to such additional Excise Tax (and any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement interest and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (epenalties thereon) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess amount of the actual Excise Tax liability is finally determined, such additional amount that should have been paid to be calculated in the same manner as such initial payment. Executive and Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or distributed proceeding (“Overpayments”)collectively, "Proceeding") relating to the existence or that additional Parachute Payments or Capped Payments should amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Executive in connection therewith) shall be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion by Sensormatic promptly upon notice of a deficiency by the Internal Revenue Service against the Company or the demand from Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything in the foregoing to the contrary, if Independent Tax Counsel (aas that term is defined below) If determines that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any payment other payments and benefits provided or distribution by to be provided to the Executive from the Company or any affiliate to or for the benefit successors thereto constitute “parachute payments” as defined in Section 280G of the Executive, whether paid Code (or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing successor provision thereto) (a “PaymentParachute Payments”), ) that would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax of the Code (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then then, except as otherwise provided in the benefits payable or provided under this Agreement (or other next sentence, such Parachute Payments as described above) shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not in excess of the amount of the benefits payable or provided under this Agreementbelow zero) if, and only so that no portion thereof shall be subject to the extent that, such reduction will allow Excise Tax. If Independent Tax Counsel determines that the Executive to receive a greater Net After Tax Amount than such Executive would receive absent in the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were not reduced pursuant to this Section 3(f)(iv), then no such reduction. (b) reduction shall be made. The Accounting Firm (determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as defined below) the case may be, payments or benefits in the order that it determines will first determine produce the amount required reduction in total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any Parachute Payments (as defined below) that payments are payable to equivalent, such payments shall be reduced in the Executive. The Accounting Firm also will determine inverse order of when the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be would have been made to the Executive without subjecting until the Executive to reduction specified herein is achieved. The determination of the Excise Independent Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed Counsel under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will 3(f)(iv) shall be adjusted by first reducing, final and binding on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementall parties hereto. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 143(f)(iv), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to the Executive (the Executive’s acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iv) shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section 409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the following terms shall have their respective meanings:original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

Excise Taxes. (a) If Notwithstanding any payment other provision of this Agreement, if any portion of the payments and benefits provided under Section 7 of this Agreement, either alone or distribution by together with other payments and benefits which the Company Employee receives or is then entitled to receive from the Company, or any affiliate to or for successor (in the benefit of the Executiveaggregate, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentTotal Payments”), would be subject to the excise tax imposed by Code Section section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then, except as otherwise provided in the next sentence, such Total Payments shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not below zero) so that no portion thereof shall be subject to the Excise Tax. If Independent Tax Counsel determines that the Employee would receive in the aggregate greater payments and benefits on an after tax basis if the Total Payments were not reduced pursuant to this Section 7(d), then no such reduction shall be made. For purposes of determining the after tax benefit to the Employee, the Employee’s estimated actual blended marginal rate of federal, state and local income taxation in the calendar year in which the Termination Date occurs shall be utilized. Such marginal rate shall be determined by taking into account (A) the estimated actual net effect on the marginal rate attributable to the deduction of state and local income taxes, (B) the phase out, if any, of itemized deductions, (C) the estimated actual net tax rate attributable to employment taxes, and (D) any other tax provision that in the judgment of the Independent Tax Counsel will actually affect the Employee’s estimated actual blended marginal tax rate. The determination of which payments or benefits payable shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or provided eliminate, as the case may be, payments or benefits in the order that it determines will produce the required deduction in Total Payments with the least reduction in the after-tax economic value to the Employee of such payments. If the after-tax economic value of any payments is equivalent, such payments shall be reduced in the inverse order of when the payments would have been made to the Employee until the reduction specified herein is achieved. The Independent Tax Counsel shall provide its determination, together with detailed supporting calculations and documentation to the Company and the Employee within ten (10) days of the Termination Date. The determination of the Independent Tax Counsel under this Agreement (or other Payments as described aboveSection 7(d) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, final and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executivebinding on all parties hereto. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 147(d), the following terms shall have their respective meanings:“

Excise Taxes. a. If, after the Company becomes taxable as a corporation for federal income tax purposes and the Company has issued stock that is “readily tradeable on an established securities market” as described in Section 280G of the Internal Revenue Code of 1986, as amended (athe “Code”), it shall be determined (as hereafter provided) If that any payment payment, benefit or distribution (or combination thereof) by the Company, any of its affiliates, one or more trusts established by the Company for the benefit of its employees, or any affiliate other person or entity, to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, restricted stock award, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 of the Code (or any successor provision thereto) by reason of being “contingent on a change in ownership or effective control or a change in the ownership of a substantial portion of the assets” of the Company or an affiliate, within the meaning of Section 280G of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, being are hereafter collectively referred to as the “Excise Tax”), then the benefits Company shall make an additional payment (the “Gross-Up Payment”) to Executive such that, after payment of all Excise Taxes and any other taxes payable or provided in respect of such Gross-Up Payment, Executive shall retain the same amount as if no Excise Tax had been imposed. b. Subject to the provisions of Section 13(a) hereof, all determinations required to be made under this Agreement (or other Payments as described above) shall be reduced (but not in excess of Section 13, including whether an Excise Tax is payable by Executive and the amount of such Excise Tax, shall be made by the benefits payable or provided under this Agreementnationally recognized firm of certified public accountants (the “Accounting Firm”) if, and only used by the Company prior to the extent thatchange in control (or, if such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine declines to serve, the amount Accounting Firm shall be a nationally recognized firm of any Parachute Payments (as defined below) that are payable to the certified public accountants selected by Executive). The Accounting Firm also will determine shall be directed by the Net After Tax Amount attributable Company or Executive to submit its preliminary determination and detailed supporting calculations to both the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine Company and Executive within 15 calendar days after the largest amount receipt of payments notice from Executive or the Company that there has been a Payment, or any other such time or times as may be made to requested by the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”)Company or Executive. Thereafter, If the Accounting Firm will determine determines that any Excise Tax is payable by Executive, the Net After Company shall make the Gross-Up Payment. If the Accounting Firm determines that no Excise Tax Amount attributable to is payable by Executive, it shall, at the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Paymentssame time as it makes such determination, whichever provides the furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal, state, local income or other tax return. Any determination by the higher Net After Tax AmountAccounting Firm shall be binding upon the Company and Executive absent a contrary determination by the Internal Revenue Service or a court of competent jurisdiction; provided, however, if that no such determination shall eliminate or reduce the reductions imposed under this Section 14 are in excess Company’s obligation to provide any Gross-Up Payment that shall be due as a result of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementsuch contrary determination. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G (or any successor provision thereto) and 4999 the possibility of similar uncertainty regarding state or local tax law at the time that of any determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive will have received Parachute Payments was lower than the amount actually due (the “Underpayment”). In the event that the Company exhausts its remedies pursuant to Section 13(d) below, 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 as promptly as possible and notify the Company and Executive of such calculations, and any such Underpayment (including the Gross-Up Payment to Executive) shall be promptly paid by the Company to or Capped Payments for the benefit of Executive within five (5) business days after receipt of such determination and calculations. All fees and expenses of the Accounting Firm shall be paid by the Company in excess connection with the calculations required by this section. c. The federal, state and local income or other tax returns filed by Executive (or any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by Executive. Executive shall make proper payment of the amount that should have been paid or distributed (“Overpayments”)of any Excise Tax, or that additional Parachute Payments or Capped Payments should be paid or distributed and at the request of the Company, provide to the Company true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, as filed with the applicable taxing authority, and such other documents reasonably requested by the Company, evidencing such payment. d. Executive (“Underpayments”). If shall notify the Accounting Firm determines, based on either the assertion Company in writing of a deficiency any claim by the Internal Revenue Service against that, if successful, would require the payment by the Company or of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Executive, Company of the nature of such claim and the date on which assertion such claim is requested to be paid. Executive shall not pay such claim prior to the Accounting Firm believes has a high probability expiration of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that thirty (30) day period following the Executive must repay date on which he gives such notice to the Company immediately together (or such shorter period ending on the date that any payment of taxes with interest at respect to such claim is due). If the applicable Federal rate under Code Section 7872Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (w) give the Company any information which is in Executive’s possession reasonably requested by the Company relating to such claim, (x) 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, (y) cooperate with the Company in good faith in order to effectively contest such claim, and (z) permit the Company to participate in any proceedings relating to such claim; provided, however, that no loan will 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, from 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 Section 13, the Company shall control all proceedings taken in connection with such contest 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 and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or 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, further, that if the Company directs Executive to pay such claim and xxx for a refund, the Company shall pay the amount of such payment to Executive, and Executive shall use such amount received to pay such claim, and the Company 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 payment or with respect to any imputed income with respect to such payment (including the applicable Gross-Up Payment); provided, further, that if Executive is required to extend the statute of limitations to enable the Company to contest such claim, Executive may limit this extension solely to such contested amount. The Company’s control of the contest shall be deemed limited to have been made and no amount will 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. e. If, after the receipt by Executive of an amount paid or advanced by the Company pursuant to this Section 13, Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company’s complying with the requirements of Section 13(d)) promptly pay to the Company unlessthe amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto) (or, and then only to the extent that, the deemed loan and such payment would either reduce be deemed prohibited by applicable law, shall be treated as a prepayment by the Company of any amounts owed to Executive). If, after the receipt by Executive of an amount on which advanced by the Company pursuant to Section 13(d), a determination is made that Executive is subject shall not be entitled to tax under Code Section 4999 or generate a any refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than with respect to such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive claim and the Company does not notify Executive in writing of that determination its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall be forgiven and shall not be required to be repaid and the amount of that Underpayment will be paid such payment made to Executive thereunder shall offset, to the Executive promptly extent thereof, the amount of the Gross-Up Payment required to be paid. f. The Company’s obligations under this Section 13 shall survive any termination of Executive’s employment with the Company, other than a termination by the Company after such determinationfor Cause. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If 13.1 In the event it shall be determined that any payment or distribution of any type by the Company or any affiliate Employer to or for the benefit of the ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentTotal Payments”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Code or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) Employee shall be reduced entitled to receive an additional payment (but not a “Gross-Up Payment”) in excess an amount such that after payment by Employee of all taxes (including additional excise taxes under said Section 4999 and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Employee retains an amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Employer shall pay the Gross-Up Payment to Employee within twenty (20) business days after the Payment Date. 13.2 All determinations required to be made under this Section 13(c)(ii) including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the independent accounting firm retained by Employer on the date of determination (the “Capped PaymentsAccounting Firm”), which shall provide detailed supporting calculations both to Employer and Employee within fifteen (15) business days of the Payment Date, if applicable, or such earlier time as is requested by Employer. Thereafter, If the Accounting Firm will determine determines that no Excise Tax is payable by Employee, it shall furnish Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive shall be binding upon Employer and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Employee. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the Executive Gross-Up Payments which will not have received Parachute Payments or Capped Payments in excess of the amount that been made by Employer should have been paid or distributed made (“OverpaymentsUnderpayment”), or consistent with the calculations required to be made hereunder. In the event that additional Parachute Payments or Capped Payments should be paid or distributed Employer exhausts its remedies pursuant to the Executive (“Underpayments”). If Section 13.3 and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm determinesshall determine the amount of the Underpayment that has occurred, based on either and any such Underpayment shall be promptly paid by Employer to or for the assertion benefit of a deficiency Employee. 13.3 Employee shall notify Employer in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is notified in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which he gives such notice to Employer (or such shorter period ending on the Executivedate that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authorityEmployee shall (w) give Employer any information reasonably requested by Employer relating to such claim, (x) take such action in connection with contesting such claim as Employer 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 Employer, (y) cooperate with Employer in good faith in order to effectively contest such claim, and (z) permit Employer to participate in any proceedings relating to such claim, provided, however, that Employer 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 Employee harmless, on an Overpayment has been madeafter-tax basis, that Overpayment 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 Section 13.3, Employer 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 Employee to pay the Executive’s discretiontax claimed and xxx for a refund, be treated for all purposes or contest the claim in any permissible manner, and Employee 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 a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872Employer shall determine; provided, however, that no loan will if Employer directs Employee to pay such claim and xxx for a refund, Employer shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee 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 Employee with respect to which such contested amount is claimed to be deemed due is limited solely to have been made and no amount will such contested amount. Furthermore, Employer’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Executive Internal Revenue Service or any other taxing authority. 13.4 If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to Employer’s complying with the requirements of Section 13.3) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the Company unlessexpiration of thirty days after such determination, then such advance shall be forgiven and then only shall not be required to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination be repaid and the amount of that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. Notwithstanding anything herein to the contrary, in the event that it is determined by the Company, or by the Internal Revenue Service (athe “IRS”) If pursuant to an IRS audit (an “Audit”) of Executive’s federal income tax return(s), that any payment or distribution by the Company benefit provided to Executive hereunder or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)otherwise, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then the benefits payable Company shall pay (either directly to the IRS as tax withholdings or provided under this Agreement to Executive as a reimbursement of any amount of taxes, interest and penalties paid by Executive to the IRS) both the Excise Tax and an additional cash payment (a “Tax Neutralization Payment”) in an amount that will place Executive in the same after-tax economic position that Executive would have enjoyed if the payment or other Payments as described above) benefit had not been subject to the Excise Tax. The Company will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The amount of the Tax Neutralization Payment shall be reduced (but not in excess of calculated by the Company’s regular independent auditors based on the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted paid by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency as determined by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receiveIRS. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that amount of the Excise Tax determined by the IRS is greater than an Underpayment has occurredamount previously determined by the Company, the Accounting Firm will Company’s auditors shall recalculate the amount of the Tax Neutralization Payment. The Company’s auditors shall provide Executive with detailed support for its calculations. The Company shall be responsible for the fees and expenses incurred by its auditors in making these calculations. Executive shall promptly notify the Executive and the Company of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but Executive shall be under no obligation to defend against such claim by the IRS unless the Company requests, in writing, that Executive undertake the defense of such IRS claim on behalf of the Company and at the Company’s sole expense. In such event, the Company may elect to control the conduct to a final determination through counsel of its own choosing and the amount at its sole expense, of that Underpayment will be paid any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and Executive promptly by shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with the Company after such determinationin each phase of any contest. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) 8.1. If any payment payment, benefit or distribution by the Company or any affiliate acceleration of any payment, benefit or distribution (or combination thereof) by any of the Revel Entities, any of their affiliates, one or more trusts established by any of the Revel Entities for the benefit of its employees, or any other person or entity, to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing arrangement (a “Payment”), would be is subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) (or to any successor provision thereto), any similar tax imposed by state or local law, law or any interest or penalties are incurred by the Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”), then the benefits Company shall make an additional payment (the “Gross-Up Payment”) to the Executive such that, after payment of all Excise Taxes and any other taxes payable or provided in respect of such Gross-Up Payment, the Executive shall retain the same amount as if no Excise Tax had been imposed. 8.2. All determinations required to be made under this Agreement (or other Payments as described above) shall be reduced (but not in excess of Section 9, including whether an Excise Tax is payable by the Executive and the amount of such Excise Tax, shall be made by the benefits payable or provided under this Agreementnationally recognized firm of certified public accountants (the “Accounting Firm”) if, and only used by the Company prior to the extent thatchange in control (or, if such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine declines to serve, the amount Accounting Firm shall be a nationally recognized firm of any Parachute Payments (as defined below) that are payable certified public accountants selected by the Company and reasonably satisfactory to the Executive). The Accounting Firm also will determine shall be directed by the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting Company or the Executive to submit its determination and detailed supporting calculations to both the Excise Tax Company and the Executive within fifteen (15) calendar days after the “Capped Payments”). Thereafter, receipt of notice from the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped PaymentsCompany that there has been a Payment, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement such time or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and times as may be requested by the Company if it determines that or the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”)Executive. If the Accounting Firm determinesdetermines that any Excise Tax is payable by the Executive, based the Company shall make the Gross-Up Payment. If the Accounting Firm determines that no Excise Tax is payable by the Executive, it shall, at the same time as it makes such determination, furnish the Executive with an opinion that he has substantial authority not to report any Excise Tax on either his federal, state, local income or other tax return. Any determination by the assertion of Accounting Firm shall be binding upon the Company and the Executive absent a deficiency contrary determination by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability court of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872competent jurisdiction; provided, however, that no loan will such determination shall eliminate or reduce the Company’s obligation to provide any Gross-Up Payment that shall be due as a result of such contrary determination. The Company or the Executive may request that a redetermination be made by the Accounting Firm of the amount of any Excise Tax or Gross-Up Payment if, following the initial determination, there is a change in law or a change in facts which would have the effect of changing the amount of such Excise Tax or the Gross Up Payment previously computed under this Section 8.2 All fees and expenses of the Accounting Firm shall be paid by the Company in connection with services provided pursuant to this Section. 8.3. The federal, state and local income or other tax returns filed by the Executive (or any filing made by a consolidated tax group which includes the Company) shall be prepared and filed on a consistent basis with the determination of the Accounting Firm with respect to the Excise Tax payable by the Executive. 8.4. The 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 any Gross-Up Payment or, as applicable, the payment of any additional amount to satisfy the Company’s obligation under Section 8.1 hereof. Such notification shall be given as soon as practicable but no later than ten (10) business days after the 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. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he 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 the Executive in writing prior to the expiration of such period that it desires to contest such claim, the Executive shall (w) give the Company any information which is in the Executive’s possession reasonably requested by the Company relating to such claim, (x) 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, (y) cooperate with the Company in good faith in order to effectively contest such claim, and (z) 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 the Executive harmless, on an after-tax basis, from 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 Section 8, the Company shall control all proceedings taken in connection with such contest 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 and may, at its sole option, either direct the Executive to pay the tax claimed and xxx for a refund or contest the claim in any 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, further, that if the Company directs the Executive to pay such claim and xxx for a refund, the Company shall pay the amount of such payment to the Executive, and the Executive shall use such amount received to pay such claim, and the Company shall indemnify and hold the 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 payment or with respect to any imputed income with respect to such payment (including the applicable Gross-Up Payment); provided, further, that if the Executive is required to extend the statute of limitations to enable the Company to contest such claim, the Executive may limit this extension solely to such contested amount. 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 the 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. 8.5. If, after the receipt by the Executive of an amount paid or advanced by the Company pursuant to this Section 8, the Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, the Executive shall (subject to the Company’s complying with the requirements of Section 8.4 herein) promptly pay to the Company the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto) (or, to the extent such payment would be deemed prohibited by applicable law, shall be treated as a prepayment by the Company of any amounts owed to have been the Executive). If, after the receipt by the Executive of an amount advanced by the Company pursuant to Section 8.4 herein, a determination is made that the Executive shall not be entitled to any refund with respect to such claim and no amount will the Company does not notify the Executive in writing of its intent to contest such denial of refund prior to the expiration of thirty (30) days after such determination, then such advance shall not be payable by required to be repaid from the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid such advance to the Executive promptly thereunder shall be applied to the amount of the Gross-Up Payment required to be paid. 8.6. The Company’s obligations under this Section 8 shall survive any termination of the Executive’s employment with the Company, other than a termination by the Company after such determinationfor Cause. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event it shall be determined that any payment or distribution by the Company or any affiliate part thereof of any type to or for the benefit of the ExecutiveExecutive whether pursuant to this Agreement or any other agreement between Executive and the Company or 21st Century Fox, or any person or entity that acquires ownership or effective control of the Company or 21st Century Fox or ownership of a substantial portion of the assets of the Company or 21st Century Fox (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program plan or arrangement, including without limitation any stock option, stock appreciation right agreement (the “Total Payments”) is or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would will be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax of the Code (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Total Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the maximum amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may could be made paid to the Executive without subjecting the Executive giving rise to the Excise Tax (the “Capped PaymentsSafe Harbor Cap”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess net after-tax payment to the Executive after reducing the Executive’s Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction. The reduction of the amount of benefits amounts payable or provided under this Agreementhereunder, then if applicable, shall be made by reducing first the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under payment made pursuant to this Agreement and finally any cash payments under then to any other plan or agreement or arrangementthat triggers such Excise Tax, unless an alternative method of reduction is elected by Executive. The Accounting Firm will notify the Executive All mathematical determinations, and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result all determinations as to whether any of the uncertainty in Total Payments are “parachute payments” (within the application meaning of Code Sections Section 280G and 4999 at of the time Code), that the Accounting Firm makes its determinations are required to be made under this Section 14paragraph, it is possible that including determinations as to whether the Executive will have received Parachute Total Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm of the Company (the “UnderpaymentsAccounting Firm”). If the Accounting Firm determines, based determines that no Excise Tax is imposed on either the assertion Total Payments and it subsequently is established pursuant to a final determination of a deficiency by the court or an Internal Revenue Service against the Company or the Executive, proceeding which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritybeen finally and conclusively resolved, that the Total Payments are in excess of the Safe Harbor Cap (hereinafter referred to as an Overpayment has been made“Excess Payment”), that Overpayment may, at the Executive’s discretion, such Excess Payment shall be treated deemed for all purposes as a loan ab initio that to be an overpayment to the Executive must made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company immediately together with interest at the applicable Federal rate under Code Section 7872on demand; provided, however, that no loan will be deemed to have been made and no amount will be payable by if the Executive shall be required to pay an Excise Tax by reason of receiving such Excess Payment (regardless of the obligation to repay the Company), the Executive shall not be required to repay the Excess Payment (and if Executive has already repaid such amount, the Company unlessshall refund the amount to Executive). This Section 8 shall supersede Section 10.4 of each of the Twenty-First Century Fox, Inc. 2005 Long-Term Incentive Plan, as amended, and then only to the extent thatTwenty-First Century Fox, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationInc. 2013 Long-Term Incentive Plan. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. a. Notwithstanding any other provision of this Agreement, in the event that Executive becomes entitled to receive or receives any payments, options, awards or benefits (aincluding, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of under this Agreement or otherwise pursuant to or by reason of under any other agreement, policy, plan, program agreement or arrangementarrangement with Digimarc, including without limitation any stock optionperson whose actions result in any change described in Code Section 280G(b)(2)(A)(i) or any person affiliated with Digimarc or such person (collectively, stock appreciation right the “Payments”), that may separately or similar rightin the aggregate constitute “parachute payments” within the meaning of Section 280G and Digimarc receives confirmation from an independent accounting firm or independent tax counsel appointed by Digimarc (the “Tax Advisor”) that, or the lapse or termination of any restriction on or the vesting or exercisability of but for this Section 7, any of the foregoing (a “Payment”), would Payments will be subject to the any excise tax imposed by pursuant to Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax successor provision (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement Company shall pay to Executive either (or other Payments as described abovei) shall be reduced (but not in excess of the full amount of the benefits payable Payments or provided under this Agreement(ii) if, and only an amount equal to the extent thatPayments, such reduction will allow reduced by the Executive minimum amount necessary to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. prevent any portion of the Payments from being an “excess parachute payment” (bwithin the meaning of Section 280G) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, whichever of the Accounting Firm will determine foregoing amounts results in the Net After Tax Amount attributable receipt by Executive, on an after-tax basis, of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Capped Excise Tax. For purposes of determining the after-tax value of the Payments, (i) there shall be taken into account any Excise Tax and all applicable federal, state and local taxes required to be paid by Executive in respect of the receipt of the Payments and (ii) Executive shall be deemed to pay income taxes at the highest rate of federal income tax and the highest rate or rates of state and local income taxes in the state and locality of Executive’s domicile for income tax purposes for the taxable year in which the Payments will be made, provided that the state and local income tax rate shall be determined assuming that such taxes are fully deductible for federal income tax purposes, and provided further that any phase-out of itemized deductions or other items shall be ignored. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed b. All calculations and determinations under this Section 14 are in excess 7, including application and interpretation of the amount of benefits payable or provided Code and related regulatory, administrative and judicial authorities, shall be made by the Tax Advisor. All determinations made by the Tax Advisor under this AgreementSection 7 shall be conclusive and binding on both Digimarc and Executive, then and Digimarc shall cause the total Parachute Payments will be adjusted Tax Advisor to provide its determinations and any supporting calculations with respect to Executive to Digimarc and Executive. Digimarc shall bear all fees and expenses charged by first reducingthe Tax Advisor in connection with its services. For purposes of making the calculations and determinations under this Section 7, on a pro rata basisafter taking into account the information provided by Digimarc and Executive, the amount of any noncash or cash benefits under this AgreementTax Advisor may make reasonable, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement good faith assumptions and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in approximations concerning the application of Code Sections 280G and 4999 at 4999. Digimarc and Executive shall furnish the time that Tax Advisor with such information and documents as the Accounting Firm makes its Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 14, it 7. c. In the event that Section 7(a) applies and a reduction is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should required to be paid or distributed applied to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent thatPayments thereunder, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will Payments shall be paid to the Executive promptly reduced by the Company after such determination. (f) For purposes of this Section 14, in its reasonable discretion in the following terms shall have their respective meanings:order: (i) reduction of any Payments that are subject to Code Section 409A on a pro-rata basis or such other manner that complies with Code Section 409A, as determined by the Company, and (ii) reduction of any Payments that are exempt from Code Section 409A.

Excise Taxes. (a) If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms terns of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, reducing the amount of any noncash or cash benefits under this Agreement, then noncash Agreement or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementarrangement as directed by the Executive. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationCompany. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything herein to the contrary, in the event that it is determined by Employer, or by the Internal Revenue Service (athe “IRS”) If pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), that any payment or distribution by the Company benefit provided to you hereunder or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)otherwise, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then Employer shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or other Payments as described above) benefit had not been subject to the Excise Tax. Employer will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The amount of the Gross-Up Payment shall be reduced (but not in excess of calculated by Employer’s regular independent auditors based on the amount of the benefits payable Excise Tax paid by Employer as determined by Employer or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine IRS. If the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine Excise Tax determined by the Net After Tax Amount attributable to IRS is greater than an amount previously determined by Employer, Employer’s auditors shall recalculate the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments the Gross-Up Payment. Employer’s auditors shall provide you with detailed support for its calculations. Employer shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Employer of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim on behalf of Employer and at Employer’s sole expense. In such event, Employer may be made elect to control the Executive without subjecting the Executive conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive and shall cooperate with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are Employer in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount each phase of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationcontest. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event it shall be determined that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable made pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be is subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Internal Revenue Code or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are collectively referred to as the “Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Executive shall be reduced entitled to receive an additional payment (but not a “Gross-Up Payment”) in excess an amount such that after payment by the Executive of the Excise Tax, including any income tax (whether federal, state, or local), employment tax or Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Payment. Alliance Data shall, within thirty (30) days of receipt of a written request and appropriate documentation from Executive, pay the “Capped Payments”)Gross-Up Payment to Executive. ThereafterNotwithstanding the foregoing, Executive’s right to any Gross-Up Payment is contingent on Alliance Data’s receipt of a written request and appropriate documentation from Executive no less than 30 days before the Accounting Firm will determine last day of the Net After Tax Amount attributable calendar year next following the calendar year in which Executive remits the related taxes to the Capped Payments. (d) applicable taxing authority. Should Alliance Data or its successor so request, Executive will appeal the taxing authority’s decision, provided that if Executive incurs legal fees or expenses in doing so, Alliance Data or its successor will promptly reimburse Executive for all such fees upon receipt of appropriate documentation from Executive. The Executive then will receive Company shall in any event pay any such reimbursement no later than the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess last day of the amount calendar year next following the calendar year in which the taxes that are the subject of benefits payable such contest are remitted to the applicable taxing authority, or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As where as a result of the uncertainty in audit or contest no taxes are remitted, the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess end of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to calendar year next following the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on calendar year in which the Executive audit is subject to tax under Code Section 4999 completed or generate there is a refund final and non-appealable settlement or other resolution of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationcontest. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event that any payment or distribution by benefit (within the Company or any affiliate meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)) to the Executive or for the his benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar rightin connection with, or arising out of, his employment with the lapse Partnership or termination of any restriction on a change in ownership or the vesting or exercisability of any effective control of the foregoing Partnership or of a substantial portion of its assets (a “Payment” or “Payments”), ) would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”), then the benefits payable Executive will 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 the Excise Tax, any interest or provided under this Agreement (or penalties, other Payments as described above) shall be reduced (but not in excess 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 the Excise Tax), including any income tax and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the benefits payable or provided under this Agreement) if, and only Gross-Up Payment equal to the extent that, such reduction will allow Excise Tax imposed upon the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reductionPayments. (b) The Accounting Firm (An initial determination as defined below) will first determine to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of any Parachute Payments (as defined below) that are payable such Gross-Up Payment shall be made at the Partnership’s expense by an accounting firm selected by the Partnership and reasonably acceptable to the ExecutiveExecutive which is designated as one of the five largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm also will determine shall provide its determination (the Net After Tax Amount attributable “Determination”), together with detailed supporting calculations and documentation, to the Partnership and the Executive within five days of the Executive’s termination of employment (if applicable) or such other time as requested by the Partnership or by the Executive (provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). 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 Section 6.5 shall be paid by the Partnership to the Executive within five days of the receipt of the Determination. The existence of the Dispute shall not in any way affect the Executive’s total Parachute Paymentsright to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Partnership and the Executive subject to the application of Section 6.5(c) below. Notwithstanding anything contained in this Agreement to the contrary, any Gross-Up Payment pursuant to this section 6.5(ii) shall be paid no later than the end of the calendar year following the calendar year in which the corresponding taxes are remitted to the applicable government taxing authority. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 4999 and 280G and 4999 at of the time that the Accounting Firm makes its determinations under this Section 14Code, it is possible that the Executive a Gross-Up Payment (or a portion thereof) will be paid which should not have received Parachute Payments been paid (an “Excess Payment”) or Capped Payments in excess of the amount that a Gross-Up Payment (or a portion thereof) which should have been paid or distributed will not have been paid (an “Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“UnderpaymentsUnderpayment”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will An Underpayment shall be deemed to have been made and no amount will 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 payable increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Partnership has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of determination by the Executive Partnership (which shall include the position taken by the Partnership, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Company unlessExecutive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Partnership and then only the Partnership, subject to its rights to dispute whether an overpayment exists and the amount thereof, shall promptly, but in any event, at least five days prior to the extent that, the deemed loan and payment would either reduce the amount date on which the Executive is subject applicable government taxing authority has requested payment, pay to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and additional Gross-Up Payment equal to the amount of that the Underpayment will 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. Notwithstanding anything contained in this Agreement to the contrary, any Underpayment pursuant to this section 6.5(c) shall be paid to the Executive promptly no later than the end of the calendar year following the calendar year in the corresponding taxes are remitted to the papplicable government taxing authority. 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 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 Partnership to the Executive and the Executive shall pay to the Partnership on demand (but not less than 10 days after the determination of such determinationExcess 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 Partnership. (fd) For purposes of this Section 14In the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the following terms Partnership shall have their respective meanings:pay to the applicable government taxing authorities as Excise Tax and income tax withholding, the amount of the Excise Tax and income tax that the Partnership has actually withheld from the Payment or Payments.

Excise Taxes. (a) If Notwithstanding anything herein to the contrary, in the event that it is determined that any payment or distribution by the Company or any affiliate benefit provided to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)you hereunder, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “"Excise Tax”"), then Employer shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement (or other Payments to you as described above) shall be reduced (but not in excess a reimbursement of the any amount of the benefits payable or provided under this Agreement) iftaxes, interest and only penalties paid by you to the extent that, such reduction IRS) both the Excise Tax and an additional cash payment (a "Gross-Up Payment") in an amount that will allow place you in the Executive to receive a greater Net After Tax Amount than such Executive same after-tax economic position that you would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine have enjoyed if the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive payment or benefit had not been subject to the Excise Tax (the “Capped Payments”)Tax. Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable The determination of whether a Gross-Up Payment is due pursuant to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Paymentspreceding sentence, whichever provides the Executive with the higher Net After Tax Amount; however, and if the reductions imposed under this Section 14 are in excess of so the amount of benefits payable or provided under this Agreementthereof, then the total Parachute Payments will shall be adjusted made by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872Employer; provided, however, that no loan will if you disagree with Employer's determination, you shall have the right to require Employer to arrange for a second determination to be deemed made by a nationally recognized law or accounting firm mutually agreeable to have been you and Employer (the "Tax Expert"), in which case the determination made and no amount will be payable by the Executive to Tax Expert, rather than by Employer, shall control. The Company will pay the Company unlessfees and expenses of the Tax Expert in making the foregoing determinations, unless the calculation of the Gross-Up Payment made by the Tax Expert differs by less than 10% (plus or minus) from the calculation made by Employer, in which case you will pay such fees and then only expenses. Employer may, at its expense, consult with its outside tax counsel and its independent auditors, to the extent thatit deems appropriate, in making determinations pursuant to this paragraph 10(e). If, upon audit or other examination by the deemed loan and payment would either reduce Internal Revenue Service (the amount on which "IRS") of your or the Executive is subject to Company's federal income tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determinesreturn (an "Audit"), based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Employer or the Tax Expert, as applicable, then Employer or the Tax Expert, as applicable, shall recalculate the amount of the Gross-Up Payment and shall be instructed to provide you with detailed support for its calculations. You shall promptly notify Employer of any IRS assertion during an Audit of your federal income tax return that Underpayment will an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim at Employer's sole expense. In such event, Employer may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with Employer in each phase of any contest. Notwithstanding the foregoing provisions of this paragraph 10(e), if it shall be determined by Employer or the Tax Expert, as applicable, that you are entitled to a Gross-Up Payment, but that the aggregate value for purposes of determining if an Excise Tax is due and, if so, the amount thereof, of all payments and benefits to be provided to you under this Agreement do not exceed 110% of the greatest amount (the "Reduced Amount") that could be paid to you such that your receipt of such payments and benefits would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to you, and the Executive promptly payments and benefits to be provided to you, in the aggregate, shall be reduced, in a manner to be determined solely by you, to the Company after such determinationReduced Amount. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If 13.1 In the event it shall be determined that any payment or distribution of any type by the Company or any affiliate Employer to or for the benefit of the ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentTotal Payments”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Code or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) Employee shall be reduced entitled to receive an additional payment (but not a “Gross-Up Payment”) in excess an amount such that, after payment by Employee of all taxes (including additional excise taxes under said Section 4999 and any interest and penalties imposed with respect to any taxes) imposed upon the Gross-Up Payment, Employee retains an amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Total Payments. Employer shall pay the Gross-Up Payment to Employee within twenty (20) business days after the date on which Employee is entitled to a Severance Benefit after a Change in Control (the “Capped PaymentsPayment Date”). ThereafterNotwithstanding the foregoing or the remainder of this Section 13, in no event shall the Gross-Up Payment be paid to Employee later than the end of the calendar year next following the calendar year in which such taxes are remitted. 13.2 All determinations required to be made under this Section 13 including whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by the independent accounting firm retained by Employer on the date of determination (the “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Employee within fifteen (15) business days of the Payment Date, if applicable, or such earlier time as is requested by Employer. If the Accounting Firm will determine determines that no Excise Tax is payable by Employee, it shall furnish Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive shall be binding upon Employer and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Employee. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the Executive Gross-Up Payments which will not have received Parachute Payments or Capped Payments in excess of the amount that been made by Employer should have been paid or distributed made (“OverpaymentsUnderpayment”), or consistent with the calculations required to be made hereunder. In the event that additional Parachute Payments or Capped Payments should be paid or distributed Employer exhausts its remedies pursuant to the Executive (“Underpayments”). If Section 13.3 and Employee thereafter is required to make a payment of any Excise Tax, the Accounting Firm determinesshall determine the amount of the Underpayment that has occurred, based on either and any such Underpayment shall be promptly paid by Employer to or for the assertion benefit of a deficiency Employee. 13.3 Employee shall notify Employer in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by Employer of the Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is notified in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which he gives such notice to Employer (or such shorter period ending on the Executivedate that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authorityEmployee shall (w) give Employer any information reasonably requested by Employer relating to such claim, (x) take such action in connection with contesting such claim as Employer 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 Employer, (y) cooperate with Employer in good faith in order to effectively contest such claim, and (z) permit Employer to participate in any proceedings relating to such claim, provided, however, that Employer 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 Employee harmless, on an Overpayment has been madeafter-tax basis, that Overpayment 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 Section 13.3, Employer 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 Employee to pay the Executive’s discretiontax claimed and xxx for a refund, be treated for all purposes or contest the claim in any permissible manner, and Employee 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 a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872Employer shall determine; provided, however, that no loan will if Employer directs Employee to pay such claim and xxx for a refund, Employer shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee 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 Employee with respect to which such contested amount is claimed to be deemed due is limited solely to have been made and no amount will such contested amount. Furthermore, Employer’s control of the contest shall be limited to issues with respect to which a Gross-Up Payment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Executive Internal Revenue Service or any other taxing authority. 13.4 If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to Employer’s complying with the requirements of Section 13.3) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the Company unlessexpiration of thirty (30) days after such determination, then such advance shall be forgiven and then only shall not be required to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination be repaid and the amount of that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. The Internal Revenue Code of 1986, as amended (a) If any payment or distribution the "Code), will impose significant tax on Employee and the Company if the total amounts received by the Company or any affiliate Employee due to or a Change of Control exceed prescribed limits. This includes a 20% excise tax on certain amounts received in excess of the prescribed limits and a loss of deduction for the benefit Company. If, as a result of these Code provisions, the ExecutiveEmployee is required to pay such excise tax, whether paid or payable or distributed or distributable then upon written notice from the Employee to the Company, the Company shall pay the Employee an amount equal to the total excise tax imposed on the Employee (including the excise taxes on any excise tax reimbursements due pursuant to this sentence and the excise taxes on any income tax reimbursements due pursuant to the terms of this Agreement or otherwise next sentence). If the Company is obligated to pay taxes for the Employee pursuant to or by reason of any other agreementthe preceding sections, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction Company also shall pay the Employee an amount equal to the "total presumed federal and state taxes" that could be imposed on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject Employee with respect to the excise tax reimbursements due to the Employee pursuant to the preceding sentence and the income tax reimbursements due to the Employee pursuant to this sentence. For purposes of the preceding sentence, the "total presumed federal and state taxes" that could be imposed by Code Section 4999 on the Employee shall be conclusively calculated using a combined tax rate equal to the sum of the then prevailing maximum marginal federal and state income tax rates. No adjustments will be made in this combined rate for the deduction of state taxes on the federal return, the loss of itemized deductions or to any similar tax imposed by state or local lawexemptions, or for any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) purpose. The Employee shall be reduced (but not in excess of responsible for paying the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) actual taxes. The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are amounts payable to the Executive. The Accounting Firm also will determine Employee pursuant to this or any other agreement or arrangement with Company shall not be limited in any way by the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made paid pursuant to the Executive Code without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments imposition of an excise tax or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess loss of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationdeductions. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant payments made and/or benefits provided to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided Executive under this Agreement (or other Payments including, without limitation, pursuant to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as described aboveExhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Taxes"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be reduced equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (but 30) days following the date such opinion of counsel is rendered. If such opinion is not in excess accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the benefits payable or provided under this Agreement) ifGross Up Payment and the amount previously paid, and only if any, to the extent that, Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such reduction will allow Adjustment Payment shall be paid by the Company to the Executive to receive a greater Net After Tax Amount than in one lump sum cash payment within ten (10) days following such Executive would receive absent such reductionnotification. (b) The Accounting Firm Notwithstanding the provisions of paragraph (a) of this Section 8, the Company shall not be obligated to make any Gross Up Payment unless: (1) the counsel selected pursuant to Section 8(a) above, or the Internal Revenue Service, determines that there has been a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all as defined below) will first determine in Section 280G of the amount Code and the proposed regulations thereunder (each, a "Change of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.Control"), and (c2) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed Change of Control (“Overpayments”as determined by such counsel), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive either: (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which A) the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and employed by the Company, or (B) if the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If is not employed by the Accounting Firm determinesCompany, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and his employment with the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationwas not terminated for "Cause" (as hereinafter defined). (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If a. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant otherwise, but determined without regard to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing additional payments required under this Section 4) (a “Payment”), ) would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) Executive shall be reduced entitled to receive an additional payment (but not a “Gross-Up Payment”) in excess an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), 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 benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this paragraph “a”, 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 “Capped 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. b. Subject to the provisions of paragraph “a”, all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company’s independent certified public accountants serving immediately prior to the Change in Control (the “Accounting Firm”), which shall be retained to provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is required by the Company. Thereafter, In the event that the Accounting Firm will determine is also serving as accountant or auditor for the Net After Tax Amount attributable individual, entity or group effecting the Change in Control, the Company shall, prior to the Capped Payments. Change in Control, appoint another nationally recognized public accounting firm to make the determinations required hereunder (d) The Executive which accounting firm shall then will receive be referred to as the total Parachute Payments or Accounting Firm hereunder). All fees and expenses of the total Capped PaymentsAccounting Firm shall be borne solely by the Company. Any Gross-Up Payment, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under as determined pursuant to this Section 14 are in excess 4, shall be paid by the Company to Executive within 5 days of the amount receipt of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted Accounting Firm’s determination. Any determination by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and shall be binding upon the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Executive. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that Gross-Up Payments which will not have been made by the Executive will have received Parachute Payments or Capped Payments in excess of the amount that Company should have been paid or distributed made (“OverpaymentsUnderpayment”), or that additional Parachute Payments or Capped Payments should consistent with the calculations required to be paid or distributed to the Executive (“Underpayments”)made hereunder. If the Company exhausts its remedies pursuant to paragraph “c” below and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm determines, based on either shall determine the assertion amount of a deficiency the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. c. Executive shall notify the Company in writing of any claim by the Internal Revenue Service against 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 10 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 or appealed. Executive shall not pay such claim prior to the Executive, expiration of the 30-day period following the date on which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay it gives such notice to the Company immediately together (or such shorter period ending on the date that any payment of taxes with interest at respect to such claim is due). If the applicable Federal rate under Code Section 7872Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably required by the Company relating to such claim; (ii) take such action in connection with contesting such claims 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; (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 no loan will 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 paragraph “c”, 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 sxx 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 sxx 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 deemed due is limited solely to have been made and no amount will 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. d. If, after the receipt by Executive of an amount advanced by the Company pursuant to paragraph “c” above, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company’s complying with the requirements of paragraph “c” above) promptly pay to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of such refund (together with any interest paid or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receivecredited thereon after taxes applicable thereto). If after the Accounting Firm determinesreceipt by Executive of any amount advanced by the Company pursuant to paragraph “c” above, based upon controlling precedent or substantial authority, a determination is made that an Underpayment has occurred, the Accounting Firm will notify the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of that determination 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 that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. (a) If any amount payable to or other benefit receivable by the Executive pursuant to this Agreement, or any other agreement referred to herein or other arrangement with the Company, News Corp. or any of their affiliates is deemed to constitute a Parachute Payment (which, for this purpose, shall mean any payment deemed to constitute a “Parachute Payment” as defined in Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”)), alone or distribution when added to any other amount payable or paid to or other benefit receivable or received by the Executive which is deemed to constitute a Parachute Payment, and would result in the imposition on the Executive of an excise tax under Section 4999 of the Code or any successor statute or regulation, then, in addition to any other benefits to which the Executive is entitled under this Agreement, the Executive shall be paid by the Company or any affiliate an amount (the “Gross-Up Amount”) in cash equal to or for the benefit sum of the Executive, whether paid or excise taxes (and any associated interest and penalties) payable or distributed or distributable pursuant to by the terms of this Agreement or otherwise pursuant to or Executive by reason of any other agreementreceiving Parachute Payments plus the amount necessary to put the Executive in the same after-tax position as if no such excise taxes, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any interest and penalties under Section 4999 of the foregoing (a “Payment”), would be subject to the excise tax Code had been imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such Parachute Payments. Whether a payment or benefit results in the imposition of an excise tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed payment under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will 9 shall be adjusted determined by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify nationally recognized certified public accounting firm mutually agreed upon by the Executive and the Company if it determines Company. All fees and expenses of such accounting firm shall be paid by the Company. Payment of the Gross-Up Amount shall be made when any such amount is required to be paid to the Internal Revenue Service or other appropriate taxing authority. In the event that the Parachute Payments must be reduced and will send Company pays the Executive and a Gross-Up Amount that exceeds the Executive’s actual liabilities intended to be covered by the Gross-Up Amount, the Executive agrees to cooperate with the Company in obtaining a copy refund from the Internal Revenue Service of its detailed calculations supporting that determination. (e) As a result any such excess amount. The Executive shall notify the Company in writing of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency any claim by the Internal Revenue Service against that, if successful, would require the payment by the Company or of a Gross-Up Amount in addition to that previously paid, if any, by the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, Company pursuant to this Section 9. Such notification shall be treated for all purposes given as a loan ab initio that soon as practicable but no later than 15 business days after the Executive must repay 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. The Executive shall not pay such claim prior to the Company immediately together with interest at expiration of the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by 30-day period following the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount date on which the Executive 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 subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receivedue). If the Accounting Firm determines, based upon controlling precedent or substantial authority, Company notifies the Executive in writing prior to the expiration of such period that an Underpayment has occurredit desires to contest such claim, the Accounting Firm will notify the Executive and shall: (i) give the Company of that determination and any information reasonably requested by it relating to such claim; (ii) take such action in connection with contesting such claim as the amount of that Underpayment will be paid Company shall reasonably request in writing from time to the Executive promptly time, including without limitation accepting legal representation with respect so such claim by an attorney reasonably selected by the Company after such determination.Company; (fiii) For purposes of this Section 14, cooperate with the following terms 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 that the Company shall have their respective meanings:pay directly all costs and expenses (including additional interest and penalties) incurred in connection with such contest.

Excise Taxes. (a) If In the event that any payment or distribution by benefit (within the Company or any affiliate meaning of Section 280G(b)(2) of the Internal Revenue Code of 1986, as amended (the “Code”)) to the Executive or for the his benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar rightin connection with, or arising out of, his employment with the lapse Partnership or termination of any restriction on a change in ownership or the vesting or exercisability of any effective control of the foregoing Partnership or of a substantial portion of its assets (a “Payment” or “Payments”), ) would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Code or any interest or penalties are incurred by the Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”), then the benefits payable Executive will 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 the Excise Tax, any interest or provided under this Agreement (or penalties, other Payments as described above) shall be reduced (but not in excess 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 the Excise Tax), including any income tax and Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the benefits payable or provided under this Agreement) if, and only Gross-Up Payment equal to the extent that, such reduction will allow Excise Tax imposed upon the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reductionPayments. (b) The Accounting Firm (An initial determination as defined below) will first determine to whether a Gross-Up Payment is required pursuant to this Agreement and the amount of any Parachute Payments (as defined below) that are payable such Gross-Up Payment shall be made at the Partnership’s expense by an accounting firm selected by the Partnership and reasonably acceptable to the ExecutiveExecutive which is designated as one of the five largest accounting firms in the United States (the “Accounting Firm”). The Accounting Firm also will determine shall provide its determination (the Net After Tax Amount attributable “Determination”), together with detailed supporting calculations and documentation, to the Partnership and the Executive within five days of the Executive’s termination of employment (if applicable) or such other time as requested by the Partnership or by the Executive (Provided the Executive reasonably believes that any of the Payments may be subject to the Excise Tax). 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 Section 6.5 shall be paid by the Partnership to the Executive within five days of the receipt of the Determination. The existence of the Dispute shall not in any way affect the Executive’s total Parachute Paymentsright to receive the Gross-Up Payment in accordance with the Determination. If there is no Dispute, the Determination shall be binding, final and conclusive upon the Partnership and the Executive subject to the application of Section 6.5(c) below. Notwithstanding anything contained in this Agreement to the contrary, any Gross-Up Payment pursuant to this section 6.5(ii) shall be paid no later than the end of the calendar year following the calendar year in which the corresponding taxes are remitted to the applicable government taxing authority. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 4999 and 280G and 4999 at of the time that the Accounting Firm makes its determinations under this Section 14Code, it is possible that the Executive a Gross-Up Payment (or a portion thereof) will be paid which should not have received Parachute Payments been paid (an “Excess Payment”) or Capped Payments in excess of the amount that a Gross-Up Payment (or a portion thereof) which should have been paid or distributed will not have been paid (an “Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“UnderpaymentsUnderpayment”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will An Underpayment shall be deemed to have been made and no amount will 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 payable increased by reason of the imposition of the Excise Tax on a Payment or Payments with respect to which the Partnership has failed to make a sufficient Gross-Up Payment, (ii) upon a determination by a court, (iii) by reason of determination by the Executive Partnership (which shall include the position taken by the Partnership, together with its consolidated group, on its federal income tax return) or (iv) upon the resolution of the Dispute to the Company unlessExecutive’s satisfaction. If an Underpayment occurs, the Executive shall promptly notify the Partnership and then only the Partnership, subject to its rights to dispute whether an overpayment exists and the amount thereof, shall promptly, but in any event, at least five days prior to the extent that, the deemed loan and payment would either reduce the amount date on which the Executive is subject applicable government taxing authority has requested payment, pay to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and additional Gross-Up Payment equal to the amount of that the Underpayment will 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. Notwithstanding anything contained in this Agreement to the contrary, any Underpayment pursuant to this section 6.5(c) shall be paid to the Executive promptly no later than the end of the calendar year following the calendar year in the corresponding taxes are remitted to the applicable government taxing authority. 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 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 Partnership to the Executive and the Executive shall pay to the Partnership on demand (but not less than 10 days after the determination of such determinationExcess 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 Partnership. (fd) For purposes of Notwithstanding anything contained in this Section 14Agreement to the contrary, in the event that, according to the Determination, an Excise Tax will be imposed on any Payment or Payments, the following terms Partnership shall have their respective meanings:pay to the applicable government taxing authorities as Excise Tax and income tax withholding, the amount of the Excise Tax and income tax that the Partnership has actually withheld from the Payment or Payments.

Excise Taxes. (a) If Notwithstanding anything herein to the contrary, in the event that it is determined that any payment or distribution by the Company or any affiliate benefit provided to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)you hereunder, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then Employer shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement (or other Payments to you as described above) shall be reduced (but not in excess a reimbursement of the any amount of the benefits payable or provided under this Agreement) iftaxes, interest and only penalties paid by you to the extent that, such reduction IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount that will allow place you in the Executive to receive a greater Net After Tax Amount than such Executive same after-tax economic position that you would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine have enjoyed if the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive payment or benefit had not been subject to the Excise Tax (the “Capped Payments”)Tax. Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable The determination of whether a Gross-Up Payment is due pursuant to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Paymentspreceding sentence, whichever provides the Executive with the higher Net After Tax Amount; however, and if the reductions imposed under this Section 14 are in excess of so the amount of benefits payable or provided under this Agreementthereof, then the total Parachute Payments will shall be adjusted made by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872Employer; provided, however, that no loan will if you disagree with Employer’s determination, you shall have the right to require Employer to arrange for a second determination to be deemed made by a nationally recognized law or accounting firm mutually agreeable to have been you and Employer (the “Tax Expert”), in which case the determination made and no amount will be payable by the Executive to Tax Expert, rather than by Employer, shall control. The Company will pay the Company unlessfees and expenses of the Tax Expert in making the foregoing determinations, unless the calculation of the Gross-Up Payment made by the Tax Expert differs by less than 10% (plus or minus) from the calculation made by Employer, in which case you will pay such fees and then only expenses. Employer may, at its expense, consult with its outside tax counsel and its independent auditors, to the extent thatit deems appropriate, in making determinations pursuant to this paragraph 10(e). If, upon audit or other examination by the deemed loan and payment would either reduce Internal Revenue Service (the amount on which “IRS”) of your or the Executive is subject to Company’s federal income tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determinesreturn (an “Audit”), based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of the Excise Tax determined by the IRS is greater than an amount previously determined by Employer or the Tax Expert, as applicable, then Employer or the Tax Expert, as applicable, shall recalculate the amount of the Gross-Up Payment and shall be instructed to provide you with detailed support for its calculations. You shall promptly notify Employer of any IRS assertion during an Audit of your federal income tax return that Underpayment will an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Employer requests, in writing, that you undertake the defense of such IRS claim at Employer’s sole expense. In such event, Employer may elect to control the conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax and shall cooperate with Employer in each phase of any contest. Notwithstanding the foregoing provisions of this paragraph 10(e), if it shall be determined by Employer or the Tax Expert, as applicable, that you are entitled to a Gross-Up Payment, but that the aggregate value for purposes of determining if an Excise Tax is due and, if so, the amount thereof, of all payments and benefits to be provided to you under this Agreement do not exceed 110% of the greatest amount (the “Reduced Amount”) that could be paid to you such that your receipt of such payments and benefits would not give rise to any Excise Tax, then no Gross-Up Payment shall be made to you, and the Executive promptly payments and benefits to be provided to you, in the aggregate, shall be reduced, in a manner to be determined solely by you, to the Company Reduced Amount. This paragraph 10(e) shall not apply with respect to a change in control or other event described in Section 280G of the Internal Revenue Code of 1986, as amended, if such event occurs after 2013, unless either (i) a contract or predecessor contract to effect such determination. event was executed prior to 2014 and/or (fii) For purposes your employment is terminated pursuant to paragraph 10(b) or paragraph 10(c) of this Section 14, the following terms shall have their respective meanings:Agreement prior to 2014 in anticipation of such an event.

Excise Taxes. (a) If In the event that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant payments made and/or benefits provided to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided Executive under this Agreement (or other Payments including, without limitation, pursuant to the Option and/or the Notice of Grant and Share Option Agreement attached hereto as described aboveExhibit A) (hereinafter called the "Payments") are subject to any excise taxes, including, without limitation, excise taxes imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code") (the "Excise Taxes"), the Company shall pay the Executive such additional cash payment(s) (hereinafter collectively called the "Gross Up Payment") such that the net amount that the Executive would retain after deduction and/or payment of any Excise Taxes on the Payments, and any interest and/or penalties assessed by the Internal Revenue Service with respect to the Excise Taxes, and taking into account the tax consequences of all additional cash payments made by the Company pursuant to this Section 8, shall be reduced equal to the aggregate value of Payments. The determination of whether such Excise Taxes are payable and the amount thereof shall be based upon the opinion of counsel selected by the Executive and acceptable to the Company. Any such additional cash payment by the Company shall be paid by the Company to the Executive in one lump sum cash payment within thirty (but 30) days following the date such opinion of counsel is rendered. If such opinion is not in excess accepted by the Internal Revenue Service, then the Executive shall determine and notify the Company of the appropriate adjustments in the Gross Up Payment (taking into account any and all Excise Taxes, interest, penalties and the tax consequences of all additional cash payments made by the Company pursuant to this Section 8) and the Company shall pay the Executive the difference between the final amount of the benefits payable or provided under this Agreement) ifGross Up Payment and the amount previously paid, and only if any, to the extent that, Executive by the Company pursuant to this Section 8 (hereinafter called the "Adjustment Payment"). Any such reduction will allow Adjustment Payment shall be paid by the Company to the Executive to receive a greater Net After Tax Amount than in one lump sum cash payment within ten (10) days following such Executive would receive absent such reductionnotification. (b) The Accounting Firm Notwithstanding the provisions of paragraph (a) of this Section 8, the Company shall not be obligated to make any Gross Up Payment unless: (1) the counsel selected pursuant to Section 8(a) above, and/or the Internal Revenue Service, determines that there has been a change in the ownership or effective control of the Company or a change in the ownership of a substantial portion of the assets of the Company, all as defined below) will first determine in Section 280G of the amount Code and the proposed regulations thereunder (each, a "Change of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments.Control"), and (c2) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed Change of Control (“Overpayments”as determined by such counsel), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive either: (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which A) the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and employed by the Company, or (B) if the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If is not employed by the Accounting Firm determinesCompany, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and his employment with the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationwas not terminated for "Cause" (as hereinafter defined). (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything in the foregoing to the contrary, if Independent Tax Counsel (aas that term is defined below) If determines that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any payment other payments and benefits provided or distribution by to be provided to the Executive from the Company or affiliates or any affiliate to or for the benefit successors thereto constitute “parachute payments” as defined in Section 280G of the Executive, whether paid Code (or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing successor provision thereto) (a “PaymentParachute Payments”), ) that would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax of the Code (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then then, except as otherwise provided in the benefits payable or provided under this Agreement (or other next sentence, such Parachute Payments as described above) shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not in excess of the amount of the benefits payable or provided under this Agreementbelow zero) if, and only so that no portion thereof shall be subject to the extent that, such reduction will allow Excise Tax. If Independent Tax Counsel determines that the Executive to receive a greater Net After Tax Amount than such Executive would receive absent in the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were not reduced pursuant to this Section 3(f)(iv), then no such reduction. (b) reduction shall be made. The Accounting Firm (determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as defined below) the case may be, payments or benefits in the order that it determines will first determine produce the amount required reduction in total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any Parachute Payments (as defined below) that payments are payable to equivalent, such payments shall be reduced in the Executive. The Accounting Firm also will determine inverse order of when the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be would have been made to the Executive without subjecting until the Executive to reduction specified herein is achieved. The determination of the Excise Independent Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed Counsel under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will 3(f)(iv) shall be adjusted by first reducing, final and binding on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementall parties hereto. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 143(f)(iv), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to the Executive (the Executive’s acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iv) shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section 409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the following terms shall have their respective meanings:original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

Excise Taxes. (a) If Notwithstanding any payment other provision of this Agreement, in the event that you become entitled to receive or distribution by receive any payments, options, awards or benefits (including, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock awards) under this Agreement, the Severance Program or under any other plan, agreement or arrangement with the Company, any person whose actions result in a “Change of Control” (as that term is defined in the Severance Program) or any person affiliated with the Company or any affiliate to such person (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“Section 280G”) and it is determined that, but for the benefit of the Executivethis Section 9(a), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would Payments will be subject to the any excise tax imposed by pursuant to Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax successor provision (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement Company shall pay to you either (or other Payments as described abovei) shall be reduced (but not in excess of the full amount of the benefits payable Payments or provided under this Agreement(ii) if, and only an amount equal to the extent that, such reduction will allow Payments reduced by the Executive minimum amount necessary to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. prevent any portion of the Payments from being an “excess parachute payment” (bwithin the meaning of Section 280G) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, whichever of the Accounting Firm will determine foregoing amounts results in the Net After Tax Amount attributable receipt by you, on an after-tax basis (with consideration of all taxes incurred in connection with the Payments, including the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after-tax benefit from the Capped PaymentsPayments than from receipt of the full amount of the Payments and for purposes of Section 8(c) (if applicable), you shall be deemed to pay federal, state and local taxes at the highest marginal rate of taxation for the applicable calendar year. (db) The Executive then will receive All computations and determinations called for by Sections 8(a) and 8(c) shall be made and reported in writing to the total Parachute Payments or Company and you by a third-party service provider selected by the total Capped PaymentsCompany (the “Tax Advisor”), whichever provides and all such computations and determinations shall be conclusive and binding on the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess Company and you. For purposes of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basissuch calculations and determinations, the amount of any noncash or cash benefits under this AgreementTax Advisor may rely on reasonable, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in good faith interpretations concerning the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed 4999. The Company and you shall furnish to the Executive (“Underpayments”)Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. If the Accounting Firm determines, based on either the assertion of a deficiency The Company shall bear all fees and expenses charged by the Internal Revenue Service against Tax Advisor in connection with its services. (c) In the Company or the Executive, which assertion the Accounting Firm believes has event that Section 8(a) applies and a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, reduction is required to be treated for all purposes as a loan ab initio that the Executive must repay applied to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent thatPayments thereunder, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will Payments shall be paid to the Executive promptly reduced by the Company after in a manner and order of priority that provides you with the largest net after-tax value; provided that payments of equal after-tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such determination. (f) For purposes of this reduction shall be structured in a manner intended to comply with Code Section 14, the following terms shall have their respective meanings:409A.

Excise Taxes. (a) If 11.1 Should any payment of the payments of the Executive’s base salary, severance payments other incentive or distribution by the Company supplemental compensation, benefits, allowances, awards, payments, reimbursements or other perquisites, or any affiliate other payment in the nature of compensation, singly, in any combination or in the aggregate, that are provided for under this Agreement or otherwise to be paid to or for the benefit of the Executive, whether paid Executive be determined or payable alleged to be subject to an excise or distributed or distributable similar purpose tax pursuant to Section 4999 of the terms of this Agreement Code, or otherwise pursuant to any successor or other comparable federal, state or local tax law by reason of any other agreementbeing a “parachute payment” (within the meaning of Section 280G of the Code), policythe Company shall pay to the Executive such additional compensation as is necessary (after taking into account all federal, planstate and local taxes payable by the Executive as a result of the receipt of such additional compensation) to place the Executive in the same after-tax position (including federal, program or arrangement, including without limitation any stock option, stock appreciation right state and local taxes) he would have been in had no such excise or similar rightpurpose tax (or interest or penalties thereon) been paid or incurred. The Company hereby agrees to pay such additional compensation within the earlier to occur of (i) five (5) business days after the Executive notifies the Company that the Executive intends to file a tax return taking the position that such excise or similar purpose tax is due and payable in reliance on a written opinion of the Executive’s tax counsel (such tax counsel to be chosen solely by the Executive) that it is more likely than not that such excise tax is due and payable, or the lapse or termination (ii) three (3) business days of any restriction on notice of or action by the vesting Company that it intends to take the position that such excise tax is due and payable. As long as such tax counsel was chosen by the Executive in good faith, the conclusions reached in such opinion, if not manifestly erroneous, shall not be challenged or exercisability disputed by the Company. If the Executive intends to make any payment with respect to any such excise or similar purpose tax as a result of any of the foregoing (a “Payment”), would be subject an adjustment to the excise Executive’s tax imposed liability by Code Section 4999 or to any similar tax imposed by federal, state or local lawtax authority, or any interest or penalties the Company will pay such additional compensation by delivering its cashier’s check payable in such amount to the Executive within five (5) business days after the Executive notifies the Company of his intention to make such payment. 11.2 The Executive agrees to reasonably cooperate with respect the Company to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of minimize the amount of the benefits payable excise or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872similar purpose tax; provided, however, that no loan will the Executive shall not be deemed required to take any action which is improper, exposes the Executive to personal liability, or is inconsistent with the overall tax interests of the Executive. The Executive may require the Company to deliver to the Executive an indemnification agreement in form and substance reasonably satisfactory to the Executive as a condition to taking any action required by this Section 11.2. 11.3 In the event that there is any change to the Code which results in the recodification of Section 280G or Section 4999 of the Code, or in the event that either such section of the Code is amended, replaced or supplemented by other provisions of the Code of similar import, then this Agreement shall be applied and enforced with respect to such new Code provisions in a manner consistent with the intent of the parties as expressed herein, which is to assure that the Executive is in the same after-tax position and has received the same benefits that he would have been made in and no amount will be payable received if any taxes imposed by Section 4999 (or any successor provisions) had not been imposed. 11.4 The Company shall indemnify and hold harmless the Executive, on an after-tax basis, from any costs, expenses, penalties, fines, interest or other liabilities incurred by the Executive with respect to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and exercise by the Company of that determination and the amount any of that Underpayment will be paid its rights under Section 11 hereof, including, without limitation, any costs, expenses, penalties, fines, interest or other liabilities related to the Company’s decision to contest the applicability of any excise or similar purpose tax or Section 280G under the Code or a claim of any imputed income to the Executive. The Company shall pay all fees and expenses incurred under Section 11 hereof, and shall promptly reimburse the Executive promptly for the expenses incurred by the Executive in connection with any actions taken by the Company after such determinationor required to be taken by the Executive hereunder. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If a. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant otherwise, but determined without regard to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing additional payments required under this Section 3) (a “"Payment”), ") would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “"Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Executive shall be reduced entitled to receive an additional payment (but not a "Gross-Up Payment") in excess an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), 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 benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this paragraph "a", 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 “Capped "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. b. Subject to the provisions of paragraph "a", all determinations required to be made under this Section 3, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm selected by the Company (the "Accounting Firm") which shall be retained to provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is requested by the Company. Thereafter, All fees and expenses of the Accounting Firm will determine shall be borne solely by the Net After Tax Amount attributable Company. Any Gross-Up Payment, as determined pursuant to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess 3, shall be paid by the Company to Executive within five days of the amount receipt of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted Accounting Firm's determination. Any determination by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and shall be binding upon the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Executive. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that Gross-Up Payments which will not have been made by the Executive will have received Parachute Payments or Capped Payments in excess of the amount that Company should have been paid or distributed made (“Overpayments”"Underpayment"), or that additional Parachute Payments or Capped Payments should consistent with the calculations required to be paid or distributed to the Executive (“Underpayments”)made hereunder. If the Company exhausts its remedies pursuant to paragraph "c" below and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm determines, based on either shall determine the assertion amount of a deficiency the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. c. Executive shall notify the Company in writing of any claim by the Internal Revenue Service against 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 or appealed. Executive shall not pay such claim prior to the Executive, expiration of the 30-day period following the date on which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay gives such notice to the Company immediately together (or such shorter period ending on the date that any payment of taxes with interest at respect to such claim is due). If the applicable Federal rate under Code Section 7872Company 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 claims 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 to effectively contest such claim, and (d) permit the Company to participate in any proceedings relating to such claim; provided, however, that no loan will 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 paragraph "c", 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 deemed due is limited solely to have been made and no amount will 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. d. If, after the receipt by Executive of an amount advanced by the Company pursuant to paragraph "c" above, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of paragraph "c" above) promptly pay to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of such refund (together with any interest paid or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receivecredited thereon after taxes applicable thereto). If after the Accounting Firm determinesreceipt by Executive of an amount advanced by the Company pursuant to paragraph "c" above, based upon controlling precedent or substantial authority, a determination is made that an Underpayment has occurred, the Accounting Firm will notify the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of that determination 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 that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. (a) If a. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant otherwise, but determined without regard to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing additional payments required under this Section 4) (a “"Payment”), ") would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Executive shall be reduced entitled to receive an additional payment (but not a "Gross-Up Payment") in excess an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), 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 benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing provisions of this paragraph "a", 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 “Capped "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. b. Subject to the provisions of paragraph "a", all determinations required to be made under this Section 4, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by the Company's independent certified public accountants serving immediately prior to the Change in Control (the "Accounting Firm"), which shall be retained to provide detailed supporting calculations both to the Company and Executive within 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is required by the Company. Thereafter, In the event that the Accounting Firm will determine is also serving as accountant or auditor for the Net After Tax Amount attributable individual, entity or group effecting the Change in Control, the Company shall, prior to the Capped Payments. Change in Control, appoint another nationally recognized public accounting firm to make the determinations required hereunder (d) The Executive which accounting firm shall then will receive be referred to as the total Parachute Payments or Accounting Firm hereunder). All fees and expenses of the total Capped PaymentsAccounting Firm shall be borne solely by the Company. Any Gross-Up Payment, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under as determined pursuant to this Section 14 are in excess 4, shall be paid by the Company to Executive within 5 days of the amount receipt of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted Accounting Firm's determination. Any determination by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and shall be binding upon the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Executive. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that Gross-Up Payments which will not have been made by the Executive will have received Parachute Payments or Capped Payments in excess of the amount that Company should have been paid or distributed made (“Overpayments”"Underpayment"), or that additional Parachute Payments or Capped Payments should consistent with the calculations required to be paid or distributed to the Executive (“Underpayments”)made hereunder. If the Company exhausts its remedies pursuant to paragraph "c" below and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm determines, based on either shall determine the assertion amount of a deficiency the Underpayment that has occurred and any such Underpayment shall be promptly paid by the Company to or for the benefit of Executive. c. Executive shall notify the Company in writing of any claim by the Internal Revenue Service against 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 10 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 or appealed. Executive shall not pay such claim prior to the Executive, expiration of the 30-day period following the date on which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay it gives such notice to the Company immediately together (or such shorter period ending on the date that any payment of taxes with interest at respect to such claim is due). If the applicable Federal rate under Code Section 7872Company notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall: (i) give the Company any information reasonably required by the Company relating to such claim; (ii) take such action in connection with contesting such claims 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; (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 no loan will 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 paragraph "c", 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 sue for a refund or to contest the claim xx 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 sue for a refund, the Company shall advanxx 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 deemed due is limited solely to have been made and no amount will 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. d. If, after the receipt by Executive of an amount advanced by the Company pursuant to paragraph "c" above, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to the Company's complying with the requirements of paragraph "c" above) promptly pay to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 of such refund (together with any interest paid or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receivecredited thereon after taxes applicable thereto). If after the Accounting Firm determinesreceipt by Executive of any amount advanced by the Company pursuant to paragraph "c" above, based upon controlling precedent or substantial authority, a determination is made that an Underpayment has occurred, the Accounting Firm will notify the Executive shall not be entitled to any refund with respect to such claim and the Company does not notify Executive in writing of that determination 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 that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. Notwithstanding anything herein to the contrary, if it is determined by Viacom, or by the Internal Revenue Service (athe "IRS") If pursuant to an IRS audit of your federal income tax return(s) (an "Audit"), that any payment or distribution by the Company or any affiliate benefit provided to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of you under this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code of 1986, as amended, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “"Excise Tax”"), then Viacom shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a "Gross-Up Payment") in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or other Payments as described above) benefit had not been subject to the Excise Tax. The amount of the Gross-Up Payment shall be reduced (but not in excess of calculated by Viacom's regular independent auditors based on the amount of the benefits payable Excise Tax paid by Viacom as determined by Viacom or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine IRS. If the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine Excise Tax determined by the Net After Tax Amount attributable to IRS is greater than an amount previously determined by Viacom, Viacom's auditors shall recalculate the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments the Gross-Up Payment. You shall promptly notify Viacom of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Viacom requests, in writing, that the you undertake the defense of such IRS claim on behalf of Viacom and at Viacom's sole expense. In such event, Viacom may be made elect to control the Executive without subjecting the Executive conduct to a final determination through counsel of it own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive and shall cooperate with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are Viacom in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount each phase of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationcontest. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything herein to the contrary, in the event that it is determined by Viacom, or by the Internal Revenue Service (athe “IRS”) If pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), that any payment or distribution by the Company or any affiliate benefit provided to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)you hereunder, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then Viacom shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or other Payments as described above) benefit had not been subject to the Excise Tax. Viacom will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The amount of the Gross-Up Payment shall be reduced (but not in excess of calculated by Viacom’s regular independent auditors based on the amount of the benefits payable Excise Tax paid by Viacom as determined by Viacom or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine IRS. If the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine Excise Tax determined by the Net After Tax Amount attributable to IRS is greater than an amount previously determined by Viacom, Viacom’s auditors shall recalculate the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments the Gross-Up Payment. Viacom’s auditors shall provide you with detailed support for its calculations. Viacom shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Viacom of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Viacom requests, in writing, that you undertake the defense of such IRS claim on behalf of Viacom and at Viacom’s sole expense. In such event, Viacom may be made elect to control the Executive without subjecting the Executive conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Xxxxxx Xxxxxxx July 1, 2004 Tax, and you shall not settle, compromise or concede such asserted Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive and shall cooperate with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are Viacom in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount each phase of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationcontest. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event that the Executive becomes entitled to the payments or other benefits described in Section 6.1 hereof and the Executive becomes subject to the tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any successor provision (the "Excise Tax") as a result of such payments and benefits and any other payments or benefits from the Company required to be taken into account under Code Section 280G(b)(2) (collectively, "Parachute Payments"), the Company shall pay to Executive an additional amount (the "Make-Whole Payment") equal to the sum of (i) the Excise Tax payable to the Executive prior to the Make-Whole Payment and (ii) the Federal, state and local income tax and Excise Tax (including any interest or penalties thereon) payable upon all payments made under subparagraphs (i) and (ii) of this Section 6.5(a). Notwithstanding the foregoing, if reducing the payment or distribution due to the Executive under Section 6.1 by up to five percent (5%) would not subject the Executive to the Excise Tax, then the Company may reduce the payment to the Executive by such amount (not to exceed five percent (5%)) as would not subject the Executive to the Excise Tax. (b) All determinations required to be made under this Section 6.5, including whether the Executive has received a Parachute Payment, shall be made by the Company's independent tax advisor (the "Tax Advisor") which shall provide detailed supporting calculations both to the Company and the Executive within 15 business days of the receipt of notice from the Executive that the Executive has received a payment under Section 6.1, or any affiliate such earlier time as is requested by the Company. In the event that the Tax Advisor is serving as accountant or auditor for the individual, entity or group effecting the Change of Control, the Executive shall appoint another recognized independent tax advisor to make the determinations required hereunder (which independent tax advisor shall then be referred to as the Tax Advisor hereunder). All fees and expenses of the Tax Advisor shall be borne solely by the Company. If the Tax Advisor determines that no Excise Tax is payable by the Executive, it shall furnish the Executive with a written opinion that failure to report the Excise Tax on the Executive's applicable federal income tax return would not result in the imposition of a negligence or similar penalty. As promptly as practicable following such determination, the Company shall pay to or distribute for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant Executive such payments as are then due to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided Executive under this Agreement) if, . Any determination by the Tax Advisor shall be binding upon the Company and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine Executive shall promptly pay to the largest amount Company any refunds of Excise Tax received by the Executive. The Company shall promptly reimburse the Executive for any additional federal, state or local taxes incurred by the Executive as a result of any payments that may be made to the Executive without subjecting the Executive pursuant to the Excise Tax (the “Capped Payments”Section 6.5(b). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything to the contrary contained herein, if it is determined (aas hereafter provided) If that any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “"Payment”"), would be subject to the excise tax imposed by Code Section 4999 of the Code (or any successor provision thereto) or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxes, together with any such interest and penalties, being are hereafter collectively referred to as the “"Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Company shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made pay to the Executive without subjecting either (i) the Executive full Payment, which shall be subject to the Excise Tax (without the “Capped Payments”)Company being responsible for any gross-up payment in connection therewith) or (ii) the Payment reduced to an amount such that no Excise Tax would be due thereupon, such that the actual Payment made yields the greater amount to Executive, net of all taxes due thereupon. ThereafterThe determination whether an Excise Tax is payable by Executive and the amount of such Excise Tax (as well as the amount by which the Payment would need to be reduced such that no Excise Tax would be due thereupon) will be made by a nationally recognized firm of certified public accountants (the "Accounting Firm") selected by the Company. In connection with such determination, the Accounting Firm will determine utilize the Net After Tax Amount attributable Valuation of Covenant Against Competition granted by Executive pursuant to Section 10 hereof. Within ten (10) business days of Executive's termination, the Capped Payments. (d) The Executive then Company will receive the total Parachute Payments or the total Capped Payments, whichever provides the provide Executive with the higher Net After Tax Amount; however, if Accounting Firm's determination and detailed supporting calculations and shall make the reductions imposed under this payment provided for in Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will 11(a) above (unless such Payment is required to be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (edelayed pursuant to Section 14(b) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”below). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, determines that no loan will be deemed to have been made and no amount will be Excise Tax is payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurredExecutive, the Accounting Firm will, at the same time as it makes such determination, furnish Executive with an opinion that he has substantial authority not to report any Excise Tax on his federal, state, local income or other tax return. The Company and Executive will notify each provide the Executive Accounting Firm access to and copies of any books, records and documents in the possession of the Company or 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 that the determination contemplated by Section 11(b) hereof. The fees and expenses of the amount of that Underpayment Accounting Firm for its services in connection with the determinations and calculations contemplated by this Section 11 will be paid to the Executive promptly borne by the Company after such determinationCompany. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything herein to the contrary, if it is determined by Blockbuster, based on an opinion of a nationally recognized law firm, or by the Internal Revenue Service (athe “IRS”) If pursuant to an IRS audit of your federal income tax return(s) (an “Audit”), that any payment or distribution by the Company or any affiliate benefit provided to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of you in connection with this Agreement or otherwise pursuant to or by reason of any other agreementyour employment with, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)employment from, Blockbuster, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Code, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then Blockbuster shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or other Payments as described above) benefit had not been subject to the Excise Tax. The amount of the Gross-Up Payment shall be reduced (but not in excess of calculated by Blockbuster’s regular independent auditors based on the amount of the benefits payable Excise Tax paid by Blockbuster as determined by Blockbuster or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine IRS. If the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine Excise Tax determined by the Net After Tax Amount attributable to IRS is greater than an amount previously determined by Blockbuster, Blockbuster’s auditors shall recalculate the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments the Gross-Up Payment. You shall promptly notify Blockbuster of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Blockbuster requests, in writing, that the you undertake the defense of such IRS claim on behalf of Blockbuster and at Blockbuster’s sole expense. In such event, Blockbuster may be made elect to control the Executive without subjecting the Executive conduct to a final determination through counsel of it own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive and shall reasonably cooperate with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are Blockbuster in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount each phase of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationcontest. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If Anything in this Agreement to the contrary notwithstanding, if it shall be determined that any payment or distribution by to the Company or any affiliate to Employee or for the Employee’s benefit of the Executive, (whether paid or payable or distributed or distributable distributable) pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), ) would be subject to the excise tax imposed by section 4999 of the Internal Revenue Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable Employee shall be entitled to receive from Employer an additional payment (the “Gross-Up Payment”) in an amount such that the net amount of the Payment and the Gross-Up Payment retained by the Employee after the calculation and deduction of all Excise Taxes (including any interest or penalties imposed with respect to such taxes) on the payment and all federal, state and local income tax, employment tax and Excise Tax (including any interest or penalties imposed with respect to such taxes) on the Gross-Up Payment provided for in this Section, and taking into account any lost or reduced tax deductions on account of the Gross-Up Payment, shall be equal to the Payment; (b) All determinations required to be made under this Agreement (or other Payments as described above) Section, including whether and when the Gross-Up Payment is required and the amount of such Gross-Up Payment, and the assumptions to be utilized in arriving at such determinations shall be reduced (but not made by Accountants which Employer shall request provide the Employee and Employer with detailed supporting calculations with respect to such Gross-Up Payment at the time the Employee is entitled to receive the Payment. For the purposes of this Section, the “Accountants” shall mean Employer’s independent certified public accountants. All fees and expenses of the Accountants shall be borne solely by Employer. For the purposes of determining whether any of the Payments will be subject to the Excise Tax and the amount of such Excise Tax, such Payments will be treated as “parachute payments” within the meaning of section 280G of the Code, and all “parachute payments” in excess of the amount “base amount” (as defined under section 280G(b)(3) of the benefits payable or provided under this AgreementCode) ifshall be treated as subject to the excise Tax, unless and only except to the extent that, that in the opinion of the Accountants such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined belowin whole or in part) that are payable to either do not constitute “parachute payments” or represent reasonable compensation for services actually rendered (within the Executive. The Accounting Firm also will determine meaning of section 280G(b)(4) of the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (cCode) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount “base amount,” or such “parachute payments” are otherwise not subject to such Excise Tax; for purposes of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, determining the amount of the Gross-Up Payment the Employee shall be deemed to pay Federal income taxes at the highest applicable marginal rate of Federal income taxation for the calendar year in which the Gross-Up Payment is to be made and to pay any noncash applicable state and local income taxes at the highest applicable marginal rate of taxation for 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 the deduction of such state or cash benefits under this Agreementlocal taxes if paid in such year (determined without regard to limitations on deductions based upon the amount of the Employee’s adjusted gross income); and to have otherwise allowable deductions for Federal, then noncash or cash benefits under state and local income tax purposes at least equal to those disallowed because of the inclusion of the Gross-Up Payment in the Employee’s adjusted gross income. Any Gross-Up Payment with respect to any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementPayment shall be paid by Employer at the time the Employee is entitled to receive the Payment. The Accounting Firm will notify Any determination by the Executive Accountants shall be binding upon Employer and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Employee. As a result of the uncertainty in the application of section 4999 of the Code Sections 280G and 4999 at the time that of the Accounting Firm makes its determinations under this Section 14initial determination by the Accountants hereunder, it is possible that the Executive Gross-Up Payment made will have received Parachute Payments or Capped Payments in excess of the been an amount that less than Employer should have been paid or distributed pursuant to this Section (the “Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”Underpayment’). If In the Accounting Firm determines, based on either event that Employer exhausts its remedies and the assertion Employee is required to make a payment of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent thatany Excise Tax, the deemed loan and payment would either reduce Underpayment shall be promptly paid by Employer to or for the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationEmployee’s benefit. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. Notwithstanding anything in the foregoing to the contrary, if Independent Tax Counsel (aas that term is defined below) If determines that the aggregate payments and benefits provided or to be provided to the Executive pursuant to this Agreement, and any payment other payments and benefits provided or distribution by to be provided to the Executive from the Company or affiliates or any affiliate to successors thereto constitute “parachute payments” as defined in Section 280G (or for the benefit any successor provision thereto) of the ExecutiveInternal Revenue Code of 1986, whether paid or payable or distributed or distributable pursuant to as amended (the terms of this Agreement or otherwise pursuant to or by reason of “Code” and any other agreementsuch payments and benefits, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentParachute Payments”), ) that would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax of the Code (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then then, except as otherwise provided in the benefits payable or provided under this Agreement (or other next sentence, such Parachute Payments as described above) shall be reduced to the extent the Independent Tax Counsel shall determine is necessary (but not in excess of the amount of the benefits payable or provided under this Agreementbelow zero) if, and only so that no portion thereof shall be subject to the extent that, such reduction will allow Excise Tax. If Independent Tax Counsel determines that the Executive to receive a greater Net After Tax Amount than such Executive would receive absent in the aggregate greater payments and benefits on an after tax basis if the Parachute Payments were not reduced pursuant to this Section 3(f)(iii), then no such reduction. (b) reduction shall be made. The Accounting Firm (determination of which payments or benefits shall be reduced to avoid the Excise Tax shall be made by the Independent Tax Counsel, provided that the Independent Tax Counsel shall reduce or eliminate, as defined below) the case may be, payments or benefits in the order that it determines will first determine produce the amount required reduction in total Parachute Payments with the least reduction in the after-tax economic value to the Executive of such payments. If the after-tax economic value of any Parachute Payments (as defined below) that payments are payable to equivalent, such payments shall be reduced in the Executive. The Accounting Firm also will determine inverse order of when the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be would have been made to the Executive without subjecting until the Executive to reduction specified herein is achieved. The determination of the Excise Independent Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed Counsel under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will 3(f)(iii) shall be adjusted by first reducing, final and binding on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementall parties hereto. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 143(f)(iii), “Independent Tax Counsel” shall mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation tax law, who shall be selected by the Company and shall be acceptable to the Executive (the Executive's acceptance not to be unreasonably withheld), and whose fees and disbursements shall be paid by the Company. Notwithstanding anything herein to the contrary, this Section 3(f)(iii) shall be interpreted (and, if determined by the Company to be necessary, reformed) to the extent necessary to fully comply with Section 409A of the Code; provided that the Company agrees to maintain, to the maximum extent practicable, the following terms shall have their respective meanings:original intent and economic benefit to the Executive of the applicable provision without violating the provisions of Section 409A of the Code.

Excise Taxes. (a) If In the event that Executive becomes entitled to payments under Section 2 of this Agreement, or as a result of the exercise, or acceleration of the exercisability, of stock options or performance awards, or the exercise of limited rights or other awards under the Company’s Long-Term Incentive Plan or any payment successor plan, or distribution any other payments or benefits received or treated as having been received by Executive in connection with a change in the ownership or effective control of the Company or any affiliate to or for in the benefit ownership of a substantial portion of its assets within the meaning of Section 280G(b)(2)(A) of the ExecutiveInternal Revenue Code of 1986, as amended (the “Code”) (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, the Severance Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program arrangement or arrangementagreement with the Company, including without limitation any stock optionperson whose actions result in such a change or any person affiliated with the Company or such person) (“the Agreement Payments”), stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoing (a “Payment”), would Agreement Payments will be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”) imposed by Section 4999 of the Code, the Company shall pay to Executive an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive after deduction of any Excise Tax on the Agreement Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 10, shall be equal to the Agreement Payments. If Executive’s employment has terminated, such Gross-Up Payment shall be made on the eighth day following Executive’s termination; provided that any portion of the Gross-Up Payment that relates to Agreement Payments made pursuant to Section 2 of this Agreement or severance pay benefits under the Severance Agreement may not be made earlier than the date specified in Section 2(h), then if applicable; and further provided that Executive has delivered (and has not revoked) an executed release of claims in the benefits payable or provided under form attached to this Agreement as Exhibit A (or other Payments as described above) such release is updated from time to time to reflect legal requirements). If Executive’s employment has not terminated, the Gross-up Payment shall be reduced made on the fifth day following Executive’s receipt of the Agreement Payment. For purposes of determining whether payments or benefits of the types referred to above are Agreement Payments and whether any of the Agreement Payments will be subject to the Excise Tax and the amount of such Excise Tax, (but i) any such payments or benefits received or to be received by Executive 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) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by one of the “Big 4” independent registered public accounting firms and acceptable to Executive such 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 in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (Agreement Payments which shall be treated as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the Agreement Payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) of the Code (after applying clause (i), above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by one of the “Capped Big 4” independent registered public accounting firms in accordance with the principles of Sections 280G(d)(3) and (4) of the Code. Notwithstanding the foregoing provisions of this Section 10, if it shall be determined that Executive is entitled to the Gross-Up Payment, but that the value of the Agreement Payments does not exceed 330% of the base amount (as defined in Section 280G(d)(3) of the Code), then, subject to the following sentence, no Gross-Up Payment shall be made to Executive and the amounts payable under this Agreement shall be reduced so that the value of the Agreement Payments”), in the aggregate, equals one dollar less than 300% of the base amount. ThereafterThe reduction described in the preceding sentence shall apply only if the value of the reduction is equal to or less than 30% of the Executive’s base salary as of the Change in Control; otherwise there shall be no reduction and the Executive will be entitled to the Gross-Up Payment. To the extent applicable, the Accounting Firm will determine reduction in Agreement Payments contemplated by this Section shall be implemented by reducing the Net After Tax Amount attributable Agreement Payments in the following order: (I) the additional pension benefit payable pursuant to Section 2(d), (II) the Capped Payments. additional benefit payable pursuant to Section 2(e), (dIII) The Executive then will receive the total Parachute Gross-Up Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed determined under this Section 14 are in excess 10, (IV) cash severance benefits payable pursuant to Section 2(b), and (V) cash severance benefits payable pursuant to the Severance Agreement. For purposes of determining the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basisGross-Up Payment, the amount Executive shall be deemed to pay federal income taxes at the highest marginal rate of any noncash or cash benefits federal income taxation in the calendar year in which the Gross-Up Payment is to be made and state and local income taxes at the highest marginal rate of taxation in the state and locality of Executive’s residence on the Termination Date, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. The Gross-Up Payment required in respect of Agreement Payments other than under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under Section 2 of this Agreement and finally any cash payments severance pay provided under any other plan agreement the Severance Agreement shall be payable whether or arrangementnot Executive’s employment terminates. The Accounting Firm will notify In the event that the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the time of Executive’s termination of employment, the Executive and shall repay to the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it amount of such reduction in Excise Tax is possible that finally determined the Executive will have received Parachute Payments or Capped Payments in excess portion of the amount that should have been paid or distributed Gross-Up Payment attributable to such reduction (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed plus the portion of the Gross-Up Payment attributable to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made Excise Tax and no amount will be payable by the Executive to the Company unless, federal and then only to the extent that, the deemed loan state and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of local income tax imposed under Code Section 4999 on the Gross-Up Payment being repaid by him if such repayment results in a reduction in Excise Tax and/or a federal and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive state and the Company of that determination and local income tax deduction) plus interest on the amount of such repayment at the rate provided in Section 1274(b)(2)(B) of the Code. In the event that Underpayment will the Excise Tax and any interest or penalties in respect thereof is determined to exceed the amount taken into account hereunder (including by reason of any payment the existence or amount of which cannot be paid to determined at the Executive promptly by time of the Gross-Up Payment), the Company after shall make an additional gross-up payment in respect of such determinationexcess (plus any interest or penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If a. Anything in this Agreement to the contrary notwithstanding and except as set forth below, if it is determined that any payment or distribution by the Company PanAmSat, or any affiliate other party, to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing otherwise) (a “"Payment”), ") would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code ("Code"), or any interest or penalties which are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “"Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Executive shall be reduced entitled to receive an additional payment (but not a "Gross-Up Payment") in excess an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), 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 benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive Gross-Up Payment equal to the Excise Tax imposed upon the Payments. Notwithstanding the foregoing, provisions of this paragraph "a", 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 $50,000.00 (taking into account both income taxes and any Excise Tax) as compared to the after-tax proceeds to Executive resulting from the elimination of the Gross-Up Payment and a reduction of the payments, in the aggregate, to an amount (the “Capped "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. b. Subject to the provisions of paragraph "a", all determinations required to be made under this Section H, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the assumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm selected by PanAmSat (the "Accounting Firm") which shall be retained to provide detailed supporting calculations both to PanAmSat and Executive with 15 business days of the receipt of notice from Executive that there has been a Payment, or such earlier time as is required by PanAmSat. Thereafter, All fees and expenses of the Accounting Firm will determine the Net After Tax Amount attributable shall be borne solely by PanAmSat. Any Gross-Up Payment, as determined pursuant to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess H, shall be paid by PanAmSat to Executive within 5 days of the amount receipt of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted Accounting Firm's determination. Any determination by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive shall be binding upon PanAmSat and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) Executive. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the Executive Gross-Up Payments which will not have received Parachute Payments or Capped Payments in excess of the amount that been made by PanAmSat should have been paid or distributed made (“Overpayments”"Underpayment"), or that additional Parachute Payments or Capped Payments should consistent with the calculations required to be paid or distributed to the Executive (“Underpayments”)made hereunder. If PanAmSat exhausts its remedies pursuant to paragraph "c" below, and Executive thereafter is required to make a payment of any Excise Tax, as well as penalties and interest, the Accounting Firm determinesshall determine the amount of the Underpayment, based on either as well as penalties and interest, that has occurred and any such Underpayment shall be promptly paid by PanAmSat to or for the assertion benefit of a deficiency Executive. c. Executive shall notify PanAmSat in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by PanAmSat of the Gross-Up Payment. Such notification shall be given as soon as practicable but not later than 10 business days after Executive is informed in writing of such claim and shall apprise PanAmSat of the nature of such claim and the date on which such claim is requested to be paid or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the appealed. Executive must repay shall not pay such claim prior to the Company immediately together expiration of the 30-day period following the date on which it gives such notice to PanAmSat (or such shorter period ending on the date that any payment of taxes with interest at respect to such claim is due.) If PanAmSat notifies Executive in writing prior to the applicable Federal rate under Code Section 7872expiration of such period that it desires to contest such claim, Executive shall: (a) Give PanAmSat any information reasonably required by PanAmSat relating to such claim; (b) take such action in connection with contesting such claims as PanAmSat 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 PanAmSat; (c) cooperate with PanAmSat in good faith in order to effectively contest such claim; and (d) permit PanAmSat to participate in any proceedings relating to such claim; provided, however, that no loan will PanAmSat 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 paragraph "c", PanAmSat shall control all proceedings taken in connection with such contest 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 and may, at its sole option, either direct Executive to pay the tax claimed and sue for a refund xx 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 PanAmSat shall determine; provided, however, that if PanAmSat directs Executive to pay such claim and sue for a refund, XxnAmSat 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 deemed due is limited to have been made and no amount will such contested amount. Furthermore, PanAmSat'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. d. If, after the receipt by Executive of an amount advanced by PanAmSat pursuant to paragraph "c" above, Executive becomes entitled to receive any refund with respect to such claim, Executive shall (subject to PanAmSat's complying with the requirements of paragraph "c" above) promptly pay to PanAmSat the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If after the receipt by Executive of any amount advanced by PanAmSat pursuant to paragraph "c" above, a determination is made that Executive shall not be entitled to any refund with respect to such claim and PanAmSat does not notify Executive in writing of its intent to contest such denial of refund prior to the Company unlessexpiration of 30 days after such determination, then such advance shall be forgiven and then only shall not be required to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination be repaid and the amount of that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of Gross-Up Payment required to be paid.

Excise Taxes. In the event that the aggregate of all payments or benefits made or provided to Linexxxxxx xx connection with a Change in Control under this Agreement and under all other plans and programs of Sensormatic (athe "Aggregate Payment") If any payment or distribution by is determined to constitute a Parachute Payment, as such term is defined in Section 280G(b)(2) of the Company Internal Revenue Code, as amended, or any affiliate successor provision, Sensormatic shall pay to or for the benefit of the ExecutiveLinexxxxxx, whether paid or payable or distributed or distributable pursuant xxior to the terms of this Agreement or otherwise pursuant to or by reason of time any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code, as amended, or any interest or penalties successor provision ("Excise Tax"), is payable with respect to such tax (such tax or taxesAggregate Payment, together with any such interest an additional amount which, after the imposition of all income and penaltiesexcise taxes thereon, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive is equal to the Excise Tax on the Aggregate Payment. The determination of whether the Aggregate Payment constitutes a Parachute Payment and, if so, the amount to be paid to Linexxxxxx xxx the time of payment pursuant to this Section 10 shall be made by an independent auditor (the “Capped Payments”)"Auditor") jointly selected by Sensormatic and Linexxxxxx xxx paid by Sensormatic. ThereafterThe Auditor shall be a nationally recognized United States public accounting firm which has not, during the Accounting Firm will determine two years preceding the Net After Tax Amount attributable date of its selection, acted in any way on behalf of Sensormatic or any affiliate thereof. If Linexxxxxx xxx Sensormatic cannot agree on the firm to serve as the Capped Payments. (d) The Executive Auditor, then will receive Linexxxxxx xxx Sensormatic shall each select one nationally recognized United States accounting firm and those two firms shall jointly select the total Parachute Payments or accounting firm to serve as the total Capped PaymentsAuditor. Notwithstanding the foregoing, whichever provides in the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of event that the amount of benefits payable or provided under Linexxxxxx'x Xxxise Tax liability is subsequently determined to be greater than the Excise Tax liability with respect to which an initial payment to Linexxxxxx xxxer this AgreementSection 10 has been made, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the Sensormatic shall pay to Linexxxxxx xx additional amount of with respect to such additional Excise Tax (and any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement interest and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (epenalties thereon) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess amount of the actual Excise Tax liability is finally determined, such additional amount that should have been paid to be calculated in the same manner as such initial payment. Linexxxxxx xxx Sensormatic shall cooperate with each other in connection with any action, arbitration, suit, investigation or distributed proceeding (“Overpayments”)collectively, "Proceeding") relating to the existence or that additional Parachute Payments or Capped Payments should amount of liability for Excise Tax, and all expenses relating to any such Proceeding (including all reasonable attorney's fees and other expenses incurred by Linexxxxxx xx connection therewith) shall be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion by Sensormatic promptly upon notice of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationdemand from Linexxxxxx. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (ai) If Notwithstanding anything to the contrary in this Agreement, in the event that any payment or distribution by the Company or any affiliate Employer to the Executive or for the benefit of the Executivehis benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof Code, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and or penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”), then the benefits payable Employer shall pay to the Executive an additional payment (a “Gross-up Payment”) in an amount such that after payment by the Executive of all taxes (including any interest or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of penalties imposed with respect to such taxes), including any Excise Tax imposed on any Gross-up Payment, the Executive retains an amount of the benefits payable or provided under this Agreement) if, and only Gross-up Payment equal to the extent that, such reduction will allow Excise Tax imposed upon the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (cii) The Accounting Firm will next determine the largest amount of payments that may All determinations required to be made under this Section 6(e), including whether an Excise Tax would otherwise be imposed and the assumptions to be utilized in arriving at such determination, shall be made by Independent Tax Counsel which shall provide detailed supporting calculations both to the Executive without subjecting Employer and the Executive within 15 days of the receipt of notice from the Executive that a Payment is due to be made, or such earlier time as is requested by the Employer. For purposes of this paragraph, “Independent Tax Counsel” will mean a lawyer, a certified public accountant with a nationally recognized accounting firm, or a compensation consultant with a nationally recognized actuarial and benefits consulting firm with expertise in the area of executive compensation, who will be selected by the Employer and will be reasonably acceptable to the Excise Executive, and whose fees and disbursements will be paid by the Employer. Any determination by the Independent Tax (Counsel shall be binding upon the “Capped Payments”). Thereafter, Employer and the Accounting Firm will determine the Net After Tax Amount attributable to the Capped PaymentsExecutive. (diii) The Executive then will receive agrees to notify the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are Employer immediately in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount writing of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency claim by the Internal Revenue Service against which, if successful, would require the Company Employer to make a Gross-up Payment (or a Gross-up Payment in excess of that, if any, initially determined by Independent Tax Counsel) within twenty business days of the Executive, which assertion receipt of such claim but in any event at least ten business days before the Accounting Firm believes has a high probability due date of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that any response to contest such claim. The Employer agrees to notify the Executive must repay in writing at least two business days prior to the Company immediately together due date of any response required with interest at respect to such claim if it plans to contest the applicable Federal rate under Code Section 7872claim. If the Employer decides to contest such claim, the Executive will cooperate fully with the Employer in such action; provided, however, that no loan will be deemed to have been made the Employer shall bear and no amount will be payable by pay directly or indirectly all costs and expenses (including additional interest and penalties) incurred in connection with such action and shall indemnify and hold the 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 the Employer’s action. If, as a result of the Employer’s action with respect to the Company unless, and then only to the extent thata claim, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate receives a refund of tax imposed under Code Section 4999 and any amount paid by the Employer with respect to such claim, the Executive will receive a greater Net After Tax Amount than promptly upon receipt pay such Executive would otherwise receiverefund to the Employer. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will Employer fails to timely notify the Executive and whether it will contest such claim or the Company Employer determines not to contest such claim, then the Employer shall immediately pay to the Executive the portion of that determination and the amount of that Underpayment will be such claim, if any, which it has not previously paid to the Executive promptly by the Company after such determinationExecutive. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. If Executive becomes entitled to payments (a"CIC Payments") If any payment or distribution by the Company from Reynolds or any affiliate Successor (as defined belox) xxxx are subject to or for the benefit tax ("Excise Tax") imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code"), Executive shall receive at the time specified below an additional amount ("Gross-Up Payment") such that the net amount retained by Executive, after deduction of any Excise Tax on the CIC Payments and any federal, state and local income tax and Excise Tax upon the payment provided for by this Section 3(g), shall be equal to the CIC Payments (net of any required payroll withholding taxes on the CIC Payments themselves). For purposes of determining whether paid any payments will be subject to the Excise Tax and the amount of such Excise Tax, (i) any payments or payable benefits received or distributed to be received by Executive in connection with a Change in Control or distributable Executive's Termination (whether pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, arrangement or agreement with Reynolds, with any person whose actions result ix x Xxange in Control, or arrangementwith any person affiliated with Reynolds or such person (all such pexxxxx xther than Reynolds, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify "Successors")) shall be treatex xx "xarachute payments" within the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy meaning of its detailed calculations supporting that determination. (eSection 280G(b)(2) As a result of the uncertainty 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 application opinion of tax counsel selected by Reynolds' independent auditors and acceptable tx Xxxxxtive such 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 in excess of the base amount within the meaning of Section 280G(b)(3) of the Code, or are otherwise not subject to the Excise Tax, (ii) the amount of the payments which shall be treated as subject to the Excise Tax shall be equal to the lesser of (A) the total amount of the payments or (B) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (i) above), and (iii) the value of any non-cash benefits or any deferred payment or benefit shall be determined by Reynolds' independent auditors in accordaxxx xxxh the principles of Sections 280G 280G(d)(3) and 4999 (4) of the Code. For purposes of determining the amount of 11 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 to be made and state and local income taxes at the highest marginal rate 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 state and local taxes. If the Excise Tax is subsequently determined to be less than the amount taken into account hereunder at the Date of Termination, Executive shall repay to Reynolds at the time that the Accounting Firm makes its determinations under this Section 14, it amount of xxxx xxxuction in Excise Tax is possible that finally determined the Executive will have received Parachute Payments or Capped Payments in excess portion of the amount that should have been paid or distributed Gross-Up Payment attributable to such reduction (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed plus the portion of the Gross-Up Payment attributable to the Excise Tax and federal and state and local income tax imposed on the Gross-Up Payment being repaid by Executive (“Underpayments”)if such repayment results in a reduction in Excise Tax and/or a federal and state and local income tax reduction) plus interest received by Executive attributable to any Excise Tax refund. If the Accounting Firm determinesExcise Tax is determined to exceed the amount taken into account hereunder at the Date of Termination (including by reason of any payment the existence or amount of which cannot be determined at the time of the Gross-Up Payment), based on either Reynolds shall make an additional gross-up xxxxxxx in respect of such excess (plus any interest payable with respect to such excess) at the assertion time that the amount of a deficiency by such excess is finally determined. The Gross-Up Payment shall be made not later than the Internal Revenue Service against fifth business day following the Company or the Executive, which assertion the Accounting Firm believes has a high probability Date of success or controlling precedent or substantial authorityTermination; provided however, that an Overpayment has been madeif the amount of such payment cannot be finally determined on or before such day, that Overpayment may, at Reynolds shall pay Executive on such day ax xxxxxxte as determined in good faith by Reynolds of the Executive’s discretion, be treated for all purposes as a loan ab initio that minimum amount of such payment xxx shall pay the Executive must repay to the Company immediately remainder of such payment (together with interest at the applicable Federal rate under Code provided in Section 7872; provided, however, that 1274(b)(2)(B) of the Code) as soon as the amount thereof can be determined but in no loan will be deemed event later than the thirtieth day after the Date of Termination. If the amount of the estimated payments exceeds the amount subsequently determined to have been made and no amount will be due, such excess shall constitute a loan by Reynolds to Executive payable on the fifth xxxxxxxs day after demand by Reynolds (together with interest at the Executive rxxx xxxvided in Section 1274(b)(2)(B) of the Code). Anything herein to the Company unlesscontrary notwithstanding, and then only any Gross-Up Payment otherwise due to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and hereunder shall be reduced by the amount of that Underpayment will be paid to the any similar type of gross-up payments already received by Executive promptly by the Company after such determinationfrom Reynolds or any Successor outside this Agrxxxxxx. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If a. In the event it shall be determined that any payment payment, benefit or distribution (or combination thereof) by the Company Employer, any of its Affiliates, one or more trusts established by the Employer for the benefit of its employees, or any affiliate other person or entity, to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar rightrestricted stock, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing foregoing) (a “Payment”), ) would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of being “contingent on a change in ownership or to control” of the Employer, within Section 280G of the Code (or any similar tax imposed by state or local law, successor provision thereto) or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the benefits payable or provided 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. Subject to the provisions of Section 16(a) hereof, all determinations required to be made under this Agreement (or other Payments as described above) shall be reduced (but not in excess of Section 16, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the benefits payable or provided under this Agreement) ifassumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm as may be designated by the Employer, and only reasonably satisfactory to Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the extent thatEmployer and Executive within fifteen (15) business days of Termination Date, or such reduction will allow earlier time as is requested by the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine Employer; provided that for purposes of determining the amount of any Parachute Payments (as defined below) that are payable Gross-Up Payment, Executive shall be deemed to pay federal income tax at the Executive. The Accounting Firm also will determine highest marginal rates applicable to individuals in the Net After Tax Amount attributable calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s total Parachute Payments. (c) The Accounting Firm will next determine residence or place of employment in the largest amount calendar year in which any such Gross-Up Payment is to be made, net of payments the maximum reduction in federal income taxes that may can be made obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”)highest marginal rates. Thereafter, All fees and expenses of the Accounting Firm will determine shall be borne solely by the Net After Tax Amount attributable Employer. Any Gross-Up Payment, as determined pursuant to this Section 16, shall be paid by the Employer to Executive (or to the Capped Payments. (dappropriate taxing authority on Executive’s behalf) The when due immediately prior to the date Executive then will receive is required to make payment of any Excise Tax or other taxes. If the total Parachute Payments Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing, with an opinion that Executive has substantial authority not to report any Excise Tax on his/her federal state, local income or other tax return. Any determination by the total Capped Payments, whichever provides Accounting Firm shall be binding upon the Employer and the Executive with absent a contrary determination by the higher Net After Tax AmountInternal Revenue Service or a court of competent jurisdiction; provided, however, if that no such determination shall eliminate or reduce the reductions imposed under this Section 14 are in excess Employer’s obligation to provide any Gross-Up Payment that shall be due as a result of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementsuch contrary determination. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G (or any successor provision thereto) and 4999 the possibility of similar uncertainty regarding state or local tax law at the time that of any determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount that should have been paid or distributed actually due (the “Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“UnderpaymentsUnderpayment”). If In the event that the Employer exhausts its remedies pursuant to Section 16(c) below, and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm determinesshall determine the amount of the Underpayment that has occurred as promptly as possible and notify the Employer and Executive of such calculations, based on either and any such Underpayment (including the assertion Gross-Up Payment to Executive) shall be promptly paid by the Employer to or for the benefit of a deficiency Executive within five (5) business days after receipt of such determination and calculations. c. Executive shall notify the Employer in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by the Employer of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the Executivedate that any payment of taxes with respect to such claim is due). If the Employer notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (w) give the Employer any information which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the is in Executive’s discretionpossession reasonably requested by the Employer relating to such claim, be treated for all purposes (x) take such action in connection with contesting such claim as a loan ab initio that the Executive must repay Employer 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 immediately together Employer, (y) cooperate with interest at the applicable Federal rate under Code Section 7872Employer in good faith in order to effectively contest such claim, and (z) permit the Employer to participate in any proceedings relating to such claim; provided, however, that no loan will the Employer 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 Section 16, the Employer shall control all proceedings taken in connection with such contest 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 and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or 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 Employer shall determine; provided, further, that if the Employer directs Executive to pay such claim and xxx for a refund, the Employer shall pay the amount of such payment to Executive, and Executive shall use such amount received to pay such claim, and the Employer 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 payment or with respect to any imputed income with respect to such payment (including the applicable Gross-Up Payment); provided, further, that if Executive is required to extend the statute of limitations to enable the Employer to contest such claim, Executive may limit this extension solely to such contested amount. The Employer’s control of the contest shall be deemed limited to have been made and no amount will 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. d. If, after the receipt by Executive of an amount paid or advanced by the Employer pursuant to this Section 16, Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company unlessEmployer’s complying with the requirements of Section 16(c)) promptly pay to the Employer the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto) (or, and then only to the extent that, the deemed loan and such payment would either reduce be deemed prohibited by applicable law, shall be treated as a prepayment by the Employer of any amounts owed to Executive). If, after the receipt by Executive of an amount on which advanced by the Employer pursuant to Section 16(c), a determination is made that Executive is subject shall not be entitled to tax under Code Section 4999 or generate a any refund of tax imposed under Code Section 4999 with respect to such claim and the Employer does not notify Executive will receive a greater Net After Tax Amount than in writing of its intent to contest such Executive would otherwise receive. If denial of refund prior to the Accounting Firm determinesexpiration of thirty (30) days after such determination, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive then such advance shall be forgiven and the Company of that determination shall not be required to be repaid and the amount of such payment made to Executive thereunder shall offset, to the extent thereof, the amount of the Gross-Up Payment required to be paid. e. Any payments that Underpayment will the Company is required to pay to or on behalf of Executive pursuant to this Section 16 shall be paid to Executive within the time periods specified under Section 16(a)–(d) above; provided, however, that in no event shall such payments be made later than the end of the calendar year following the calendar year during which Executive promptly by remits the Company after such determinationcorresponding Excise Tax payments to any taxing authority or incurs the corresponding expenses. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If a. In the event it shall be determined that any payment payment, benefit or distribution (or combination thereof) by the Company Employer, any of its Affiliates, one or more trusts established by the Employer for the benefit of its employees, or any affiliate other person or entity, to or for the benefit of the Executive, Executive (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement Agreement, or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar rightrestricted stock, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing foregoing) (a “Payment”), ) would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”) by reason of being “contingent on a change in ownership or to control” of the Employer, within Section 280G of the Code (or any similar tax imposed by state or local law, successor provision thereto) or any interest or penalties are incurred by Executive with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter hereinafter collectively referred to as the “Excise Tax”), then Executive shall be entitled to receive an additional payment or payments (a “Gross-Up Payment”) in an amount such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes), including, without limitation, any income taxes (and any interest and penalties imposed with respect thereto) and the benefits payable or provided 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. Subject to the provisions of Section 16(a) hereof, all determinations required to be made under this Agreement (or other Payments as described above) shall be reduced (but not in excess of Section 16, including whether and when a Gross-Up Payment is required and the amount of such Gross-Up Payment and the benefits payable or provided under this Agreement) ifassumptions to be utilized in arriving at such determination, shall be made by a nationally recognized certified public accounting firm as may be designated by the Employer, and only reasonably satisfactory to Executive (the “Accounting Firm”), which shall provide detailed supporting calculations both to the extent thatEmployer and Executive within fifteen (15) business days of Termination Date, or such reduction will allow earlier time as is requested by the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine Employer; provided that for purposes of determining the amount of any Parachute Payments (as defined below) that are payable Gross-Up Payment, Executive shall be deemed to pay federal income tax at the Executive. The Accounting Firm also will determine highest marginal rates applicable to individuals in the Net After Tax Amount attributable calendar year in which any such Gross-Up Payment is to be made and deemed to pay state and local income taxes at the highest effective rates applicable to individuals in the state or locality of Executive’s total Parachute Payments. (c) The Accounting Firm will next determine residence or place of employment in the largest amount calendar year in which any such Gross-Up Payment is to be made, net of payments the maximum reduction in federal income taxes that may can be made obtained from deduction of such state and local taxes, taking into account limitations applicable to individuals subject to federal income tax at the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”)highest marginal rates. Thereafter, All fees and expenses of the Accounting Firm will determine shall be borne solely by the Net After Tax Amount attributable Employer. Any Gross-Up Payment, as determined pursuant to this Section 16, shall be paid by the Employer to Executive (or to the Capped Payments. (dappropriate taxing authority on Executive’s behalf) The when due immediately prior to the date Executive then will receive is required to make payment of any Excise Tax or other taxes. If the total Parachute Payments Accounting Firm determines that no Excise Tax is payable by Executive, it shall so indicate to Executive in writing, with an opinion that Executive has substantial authority not to report any Excise Tax on his/her federal state, local income or other tax return. Any determination by the total Capped Payments, whichever provides Accounting Firm shall be binding upon the Employer and the Executive with absent a contrary determination by the higher Net After Tax AmountInternal Revenue Service or a court of competent jurisdiction; provided, however, if that no such determination shall eliminate or reduce the reductions imposed under this Section 14 are in excess Employer’s obligation to provide any Gross-Up Payment that shall be due as a result of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementsuch contrary determination. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G (or any successor provision thereto) and 4999 the possibility of similar uncertainty regarding state or local tax law at the time that of any determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess amount of the Gross-Up Payment determined by the Accounting Firm to be due to (or on behalf of) Executive was lower than the amount that should have been paid or distributed actually due (the “Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“UnderpaymentsUnderpayment”). If In the event that the Employer exhausts its remedies pursuant to Section 16(c) below, and Executive thereafter is required to make a payment of any Excise Tax, the Accounting Firm determinesshall determine the amount of the Underpayment that has occurred as promptly as possible and notify the Employer and Executive of such calculations, based on either and any such Underpayment (including the assertion Gross-Up Payment to Executive) shall be promptly paid by the Employer to or for the benefit of a deficiency Executive within five (5) business days after receipt of such determination and calculations. c. Executive shall notify the Employer in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by the Employer of any Gross-Up Payment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Executive is informed in writing of such claim and shall apprise the Employer of the nature of such claim and the date on which such claim is requested to be paid. The Executive shall not pay such claim prior to the expiration of the thirty (30) day period following the date on which he gives such notice to the Employer (or such shorter period ending on the Executivedate that any payment of taxes with respect to such claim is due). If the Employer notifies Executive in writing prior to the expiration of such period that it desires to contest such claim, Executive shall (w) give the Employer any information which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the is in Executive’s discretionpossession reasonably requested by the Employer relating to such claim, be treated for all purposes (x) take such action in connection with contesting such claim as a loan ab initio that the Executive must repay Employer 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 immediately together Employer, (y) cooperate with interest at the applicable Federal rate under Code Section 7872Employer in good faith in order to effectively contest such claim, and (z) permit the Employer to participate in any proceedings relating to such claim; provided, however, that no loan will the Employer 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 Section 16, the Employer shall control all proceedings taken in connection with such contest 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 and may, at its sole option, either direct Executive to pay the tax claimed and xxx for a refund or 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 Employer shall determine; provided, further, that if the Employer directs Executive to pay such claim and xxx for a refund, the Employer shall pay the amount of such payment to Executive, and Executive shall use such amount received to pay such claim, and the Employer 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 payment or with respect to any imputed income with respect to such payment (including the applicable Gross-Up Payment); provided, further, that if Executive is required to extend the statute of limitations to enable the Employer to contest such claim, Executive may limit this extension solely to such contested amount. the Employer’s control of the contest shall be deemed limited to have been made and no amount will 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. d. If, after the receipt by Executive of an amount paid or advanced by the Employer pursuant to this Section 16, Executive becomes entitled to receive any refund with respect to a Gross-Up Payment, Executive shall (subject to the Company unlessEmployer’s complying with the requirements of Section 16(c)) promptly pay to the Employer the amount of such refund received (together with any interest paid or credited thereon after taxes applicable thereto) (or, and then only to the extent that, the deemed loan and such payment would either reduce be deemed prohibited by applicable law, shall be treated as a prepayment by the Employer of any amounts owed to Executive). If, after the receipt by Executive of an amount on which advanced by the Employer pursuant to Section 16(c), a determination is made that Executive is subject shall not be entitled to tax under Code Section 4999 or generate a any refund of tax imposed under Code Section 4999 with respect to such claim and the Employer does not notify Executive will receive a greater Net After Tax Amount than in writing of its intent to contest such Executive would otherwise receive. If denial of refund prior to the Accounting Firm determinesexpiration of thirty (30) days after such determination, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive then such advance shall be forgiven and the Company of that determination shall not be required to be repaid and the amount of that Underpayment will be paid such payment made to Executive thereunder shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of the Gross-Up Payment required to be paid. [Signatures on next page.]

Excise Taxes. (a) If Notwithstanding any payment other provisions of this Agreement, if any payments or distribution by distributions in the Company or any affiliate nature of compensation are made to or for the benefit of the ExecutiveExecutive in connection with the Merger or any other transaction contemplated under the Merger Agreement, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason (including the vesting of stock options, the lapse of restrictions on restricted stock and any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or events that result in a “payment in the lapse or termination nature of any restriction on or compensation” within the vesting or exercisability meaning of any Section 280G of the foregoing (a “Payment”Code), would be subject to that are characterized as “excess parachute payments” (as defined in Section 280G(b)(1) of the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”successor provision), then the benefits payable or provided under this Agreement Company shall pay to the Executive an additional amount (or other Payments as described abovethe “Gross-Up Payment”) shall be reduced (but not in excess equal to the excise taxes imposed by Section 4999 of the amount of the benefits payable Code, or provided under this Agreement) ifany successor provision, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to on the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of excess parachute payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped PaymentsParachute Tax”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable ) plus an amount equal to the Capped Payments. federal and (dif applicable) The Executive then will receive the total Parachute Payments state income and excise taxes, including, without limitation, FICA and Medicare taxes or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines taxes that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive as a result of this additional payment. Notwithstanding anything to the contrary in this Agreement, the Company unlessshall pay the Gross-Up Payment to the Executive no later than the end of the calendar year following the calendar year in which the related Parachute Tax is remitted to the relevant taxing authorities. In the event a Change in Control occurs after the Effective Date and no stock of the Company is tradable on an established securities market or otherwise immediately before such Change in Control (within the meaning of Section 280G(b)(5)(A)(ii) of the Code), and then only to the extent that, that the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If be eligible to receive any excess parachute payment that would be subject to the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurredParachute Tax in connection with such Change in Control, the Accounting Firm will notify Executive shall agree to execute a waiver of a portion of the Executive and excess parachute payments such that all nonwaived payments would not be subject to the Parachute Tax; provided that the Company agrees to seek, but shall not be required to obtain, approval from its shareholders in a manner that complies with Section 280G(b)(5)(B) of the Code and Treasury Regulation Section 1.280G-1 such that determination and if such shareholder approval is obtained the amount of that Underpayment will waived payments shall be paid to the Executive promptly by the Company after such determinationrestored. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event it shall be determined that any payment or distribution by the Company or any affiliate part thereof of any type to or for the benefit of the ExecutiveExecutive whether pursuant to this Agreement or any other agreement between Executive and the Company or News Corp, or any person or entity that acquires ownership or effective control of the Company or News Corp or ownership of a substantial portion of the assets of the Company or News Corp (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the "Code")) whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program plan or arrangement, including without limitation any stock option, stock appreciation right agreement (the "Total Payments") is or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would will be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax of the Code (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “"Excise Tax”"), then the benefits payable or provided under this Agreement (or other Total Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the maximum amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may could be made paid to the Executive without subjecting the Executive giving rise to the Excise Tax (the “Capped Payments”"Safe Harbor Cap"). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess net after-tax payment to the Executive after reducing the Executive's Total Payments to the Safe Harbor Cap is greater than the net after-tax (including the Excise Tax) payment to Executive without such reduction. The reduction of the amount of benefits amounts payable or provided under this Agreementhereunder, then if applicable, shall be made by reducing first the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under payment made pursuant to this Agreement and finally any cash payments under then to any other plan or agreement or arrangementthat triggers such Excise Tax, unless an alternative method of reduction is elected by Executive. The Accounting Firm will notify the Executive All mathematical determinations, and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result all determinations as to whether any of the uncertainty in Total Payments are "parachute payments" (within the application meaning of Code Sections Section 280G and 4999 at of the time Code), that the Accounting Firm makes its determinations are required to be made under this Section 14paragraph, it is possible that including determinations as to whether the Executive will have received Parachute Total Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive shall be reduced to the Safe Harbor Cap and the assumptions to be utilized in arriving at such determinations, shall be made by the outside accounting firm of the Company (“Underpayments”the "Accounting Firm"). If the Accounting Firm determines, based determines that no Excise Tax is imposed on either the assertion Total Payments and it subsequently is established pursuant to a final determination of a deficiency by the court or an Internal Revenue Service against the Company or the Executive, proceeding which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authoritybeen finally and conclusively resolved, that the Total Payments are in excess of the Safe Harbor Cap (hereinafter referred to as an Overpayment has been made"Excess Payment"), that Overpayment may, at the Executive’s discretion, such Excess Payment shall be treated deemed for all purposes as a loan ab initio that to be an overpayment to the Executive must made on the date the Executive received the Excess Payment and the Executive shall repay the Excess Payment to the Company immediately together with interest at the applicable Federal rate under Code Section 7872on demand; provided, however, that no loan will if the Executive shall be required to pay an Excise Tax by reason of receiving such Excess Payment (regardless of the obligation to repay the Company), the Executive shall not be required to repay the Excess Payment (and if Executive has already repaid such amount, the Company shall refund the amount to Executive). This Section 9 shall supersede Section 10.4 of the News Corp 2005 Long-Term Incentive Plan. In all other respects, the Employment Agreement shall remain in full force and effect. This amendment may be executed by either of the parties hereto in counterparts, each of which shall be deemed to have been made and no amount will be payable by the Executive to the Company unlessan original amendment, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 but all such counterparts shall together constitute one and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determinationsame instrument. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event it shall be determined that any payment compensation by or distribution by benefit from the Company or any affiliate to Executive or for the benefit of the Executive’s benefit, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement(collectively, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would be subject to the excise tax imposed by Code Section 4999 of the Internal Revenue Code of 1986, as amended (the “Code”), or to any similar tax imposed by state or local law, provision or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are hereinafter collectively referred to as the “Excise Tax”), then an additional lump-sum payment (a “Gross-Up Payment”) in an amount determined by the benefits payable Company’s outside auditors such that after payment by Executive of all taxes (including any interest or penalties imposed with respect to such taxes) imposed upon the Gross-Up Payment, including any Excise Tax, Executive retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon the Payment; provided under this Agreement that (or other Payments as described abovei) shall be reduced (but not in excess of the amount of the benefits payable or provided under this AgreementGross-Up Payment shall in no event exceed $700,000 and (ii) ifif the aggregate value of the Payment is less than $100,000 greater than the product of “3” times Executive’s “base amount” (as defined in Section 280G(b)(3) of the Code) (such product, and only the “Golden Parachute Threshold”), then Executive shall not be entitled to any Gross-Up Payment and, instead, the extent that, such reduction will allow Payment shall be reduced to an amount equal to $1.00 less than the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reductionGolden Parachute Threshold. (b) The Accounting Firm (as defined below) will first determine Unless the amount of Company and Executive otherwise agree in writing, any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may determination required under this Section shall be made to in writing by the Company’s independent accountants or such other nationally recognized public accounting firm approved by the Company and Executive without subjecting the Executive to the Excise Tax (the “Capped PaymentsAccountants”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will whose determination shall be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement conclusive and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify binding upon the Executive and the Company if it determines that for all purposes. For purposes of making the Parachute Payments must be reduced calculations required by this Section, the Accountants may make reasonable assumptions and will send the Executive approximations concerning applicable taxes and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in may rely on reasonable, good faith interpretations concerning the application of Code Sections Section 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:the

Excise Taxes. Notwithstanding anything herein to the contrary, in the event that it is determined by Viacom, or by the Internal Revenue Service (athe “IRS”) If pursuant to an IRS audit (an “Audit”) of your federal income tax return(s), that any payment or distribution by the Company or any affiliate benefit provided to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”)you hereunder, would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local lawof the Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penaltiesor penalties thereon, being hereafter collectively is herein referred to as the “Excise Tax”), then Viacom shall pay (either directly to the benefits payable IRS as tax withholdings or provided under this Agreement to you as a reimbursement of any amount of taxes, interest and penalties paid by you to the IRS) both the Excise Tax and an additional cash payment (a “Gross-Up Payment”) in an amount that will place you in the same after-tax economic position that you would have enjoyed if the payment or other Payments as described above) benefit had not been subject to the Excise Tax. Viacom will consult with its outside tax counsel at its expense, to the extent it reasonably deems appropriate, in making determinations pursuant to the preceding sentence. The amount of the Gross-Up Payment shall be reduced (but not in excess of calculated by Viacom’s regular independent auditors based on the amount of the benefits payable Excise Tax paid by Viacom as determined by Viacom or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine IRS. If the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine Excise Tax determined by the Net After Tax Amount attributable to IRS is greater than an amount previously determined by Viacom, Viacom’s auditors shall recalculate the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments the Gross-Up Payment. Viacom’s auditors shall provide you with detailed support for its calculations. Viacom shall be responsible for the fees and expenses incurred by its auditors in making these calculations. You shall promptly notify Viacom of any IRS assertion during an Audit that an Excise Tax is due with respect to any payment or benefit, but you shall be under no obligation to defend against such claim by the IRS unless Viacom requests, in writing, that you undertake the defense of such IRS claim on behalf of Viacom and at Viacom’s sole expense. In such event, Viacom may be made elect to control the Executive without subjecting the Executive conduct to a final determination through counsel of its own choosing and at its sole expense, of any audit, administrative or judicial proceeding involving an asserted liability relating to the Excise Tax, and you shall not settle, compromise or concede such asserted Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive and shall cooperate with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are Viacom in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount each phase of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determinationcontest. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. a. In the event that Executive becomes entitled to receive or receives any payments, options, awards or benefits (aincluding, without limitation, the monetary value of any non-cash benefits and the accelerated vesting of stock options) If any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of under this Agreement or otherwise pursuant to or by reason of under any other agreement, policy, plan, program agreement or arrangementarrangement with Digimarc, including without limitation any stock optionperson whose actions result in any change described in Code Section 280G(b)(2)(A)(i) (a “Section 280G Transaction”) or any person affiliated with Digimarc or such person (collectively, stock appreciation right the “Payments”), that may separately or similar rightin the aggregate constitute “parachute payments” within the meaning of Section 280G (collectively, or the lapse or termination of any restriction on or the vesting or exercisability of “Potential Parachute Payments”) and it is determined that any of the foregoing (a “Payment”), would Payments will be subject to the any excise tax imposed by pursuant to Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax successor provision (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then Digimarc shall pay to Executive an additional lump sum cash payment in an amount (the benefits payable or provided under this Agreement (or other “Gross-Up Payment”) such that the net amount retained by Executive from the Payments as described above) and the Gross Up Payment shall be reduced (but as if the Excise Tax did not in excess of the amount of the benefits payable or provided under this Agreement) if, and only apply to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine Gross-Up Payment, if any, shall be made by Digimarc to Executive within thirty (30) calendar days of the Net After receipt of the written determination by the Tax Amount attributable Advisor pursuant to Section 7(b); provided, however, that the Gross-Up Payment shall in all events be paid by the end of the taxable year that immediately follows the taxable year in which the related Excise Tax on a Payment is remitted to the Executive’s total Parachute Paymentsrelevant taxing authorities. (c) The Accounting Firm will next determine b. All calculations and determinations under this Section 7, including application and interpretation of the largest amount of payments that may Code and related regulatory, administrative and judicial authorities, shall be made to the Executive without subjecting the Executive to the Excise Tax by an independent accounting firm or independent tax counsel appointed by Digimarc (the “Capped PaymentsTax Advisor”). Thereafter, All determinations made by the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed Advisor under this Section 14 are 7 shall be conclusive and binding on both Digimarc and Executive, and Digimarc shall cause the Tax Advisor to provide its determinations and any supporting calculations with respect to Executive to Digimarc and Executive. Digimarc shall bear all fees and expenses charged by the Tax Advisor in excess connection with its services. For purposes of making the amount of benefits payable or provided calculations and determinations under this AgreementSection 7, then after taking into account the total Parachute Payments will be adjusted information provided by first reducing, on a pro rata basisDigimarc and Executive, the amount of any noncash or cash benefits under this AgreementTax Advisor may make reasonable, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement good faith assumptions and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in approximations concerning the application of Code Sections 280G and 4999 at 4999. Digimarc and Executive shall furnish the time that Tax Advisor with such information and documents as the Accounting Firm makes its Tax Advisor may reasonably request to assist the Tax Advisor in making calculations and determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly by the Company after such determination7. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If In the event that the Executive becomes entitled to the payments and benefits provided under this Section 11 and/or any payment other payments or distribution by the Company benefits in connection with a Change in Control or any affiliate to or for the benefit termination of the Executive, 's employment with the Corporation (whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program arrangement or arrangementagreement with the Corporation, including without limitation any stock optionperson whose actions result in a Change in Control or any person affiliated with the Corporation or such person) (collectively, stock appreciation right or similar rightthe "Payments"), or the lapse or termination of any restriction on or the vesting or exercisability of if any of the foregoing (a “Payment”), would Payments will be subject to the excise tax (the "Excise Tax") imposed by Section 4999 of the Code, the Corporation shall pay the Executive, at least 30 days prior to the time payment of any such Excise Tax is due, an additional amount (the "Gross-Up Payment") such that the net amount retained by the Executive, after deduction of any Excise Tax and any federal and state and local income tax imposed by Code Section 4999 or on the Gross-Up Payment, shall be equal to the Excise Tax imposed on the Payments. For purposes of determining whether any similar tax imposed by state or local law, or any interest or penalties with respect of the Payments will be subject to the Excise Tax and the amount of such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then (A) the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced 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) of the Code shall be treated as subject to the Excise Tax, unless in the opinion of tax counsel selected by the Corporation's independent auditors and acceptable to the Executive the Payments (but in whole or in part) do not in constitute parachute payments or excess of parachute payments or are otherwise not subject to the Excise Tax, (B) the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (Payments which shall be treated as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive subject to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable shall be equal to the Capped Payments. lesser of (di) The Executive then will receive the total Parachute amount of the Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of (ii) the amount of excess parachute payments within the meaning of Section 280G(b)(1) (after applying clause (A) above), and (C) the value of any non-cash benefits payable or provided under this Agreement, then any deferred payment or benefit shall be determined by the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, Corporation's independent auditors in accordance with the principles of Section 280G(d)(3) and (4) of the Code. For purposes of determining the amount of any noncash or cash benefits under this Agreementthe Gross-Up Payment, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the 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 to be made and state and local income taxes at the Company if it determines highest marginal rate of taxation in the state and locality of the Executive's residence on the date of termination of employment, net of the maximum reduction in federal income taxes which could be obtained from deduction of such state and local taxes. In the event that the Parachute Payments must Excise Tax is subsequently determined to be reduced and will send less than the amount taken into account hereunder at the time of termination of employment, the Executive and shall repay to the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 Corporation at the time that the Accounting Firm makes its determinations under this Section 14amount of such reduction in Excise Tax is finally determined, it is possible the portion of the Gross-Up Payment attributable to such reduction (plus the portion of the Gross-Up Payment attributable to the Excise Tax). In the event that the Executive will have received Parachute Payments or Capped Payments in excess Excise Tax is determined to exceed the amount taken into account hereunder at the time of the termination of employment (including by reason of any payment the existence or amount that should have been paid or distributed (“Overpayments”of which cannot be determined at the time of the Gross-Up Payment), the Corporation shall make an additional Gross-Up Payment in respect of such excess (plus any interest and penalties payable with respect to such excess) at the time that the amount of such excess is finally determined. The Executive shall notify the Corporation of any audit or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency review by the Internal Revenue Service against the Company or of the Executive, 's federal income tax return for the year in which assertion the Accounting Firm believes has a high probability payment under this Agreement is made within ten (10) days of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion's receipt of notification of such audit or review. In addition, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will shall also notify the Executive and Corporation of the Company final resolution of that determination and the amount such audit or review within ten (10) days of that Underpayment will be paid to the Executive promptly by the Company after such determinationresolution. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. In the event that any payment, distribution or benefit (aincluding any acceleration of vesting of any benefit) If any payment received, deemed received or distribution to be received by the Company or any affiliate to or for the benefit of the Executive, Executive in connection with his “separation from service” (as defined in Treasury Regulation §1.409A-1(h)) with the Corporation whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”) would (1) constitute a parachute payment within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended (the “Code”) or any similar or successor provision to Section 280G and (2) but for this Section 11(b), would be subject to the excise tax imposed by Code Section 4999 of the Code or to any similar tax imposed by state or local lawsuccessor provision to Section 4999 (such excise tax, or together with any interest or penalties with imposed in respect to such tax (such tax or taxesthereto, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then such Payments shall be reduced to the largest amount which would result in no portion of the Payments being subject to the Excise Tax. In the event any reduction of benefits payable is required pursuant to this Agreement, the Executive shall be allowed to choose which benefits hereunder (or provided under another agreement or plan, program or policy of the Corporation) are reduced (e.g., reduction first from continued health care benefits under Section 7(e), then from the cash payments under Section 7(d)(2)). Any determination as to whether a reduction is required under this Agreement (or other Payments and as described above) shall be reduced (but not in excess of to the amount of the benefits payable reduction shall be made in writing by a nationally recognized public accounting firm (other than the firm serving as the accountant or provided under this Agreement) ifauditor for the individual, and only to entity or group effecting the extent that, such reduction will allow the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm (as defined below) will first determine the amount Change of any Parachute Payments (as defined belowControl) that are payable to is appointed for this purpose by the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax Corporation (the “Capped PaymentsAccounting Firm”). Thereafter) prior to, or immediately following, the Accounting Firm will determine Effective Date, whose determination shall be conclusive and binding upon the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides Corporation and the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”)for all purposes. If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against (the Company “IRS”) determines that the Payments are subject to the Excise Tax, then the Corporation or an affiliate, as its exclusive remedy, shall seek to enforce the provisions of Section 11(c) hereof. Such enforcement of Section 11(c) below shall be the only remedy, under any and all applicable state and federal laws or otherwise, for the Executive, which assertion ’s failure to reduce the Payments so that no portion thereof is subject to the Excise Tax. The Corporation or an affiliate shall reduce the Payments in accordance with this Section 11(b) only upon written notice by the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce indicating the amount on of such reduction, if any (which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 will include detailed supporting calculations). The Corporation shall bear all fees, costs and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If expenses the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will be paid to the Executive promptly may incur in connection with any calculations contemplated by the Company after such determinationthis Agreement. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If it is determined (as hereafter provided) that by reason of any payment or distribution by the Company or any affiliate to or for the benefit of the Executive, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreementEmployee, policyincluding, planwithout limitation, program or arrangement, including without limitation any stock option, option or award of stock appreciation right or similar right, or the lapse or termination of any restriction on on, or the vesting or exercisability of of, any of the foregoing foregoing, occurring pursuant to the terms of this Agreement (or otherwise under any other agreement, plan or program) (collectively a “"Payment”), ") the Employee would be subject to the excise tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended (the "Code) by reason of being considered "contingent on a change in ownership or control" of the REIT within the meaning of Code Section 4999 280G or to any similar tax imposed by state or local law, law or any interest or penalties with respect to such tax (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “"Excise Tax”"), then the benefits payable or provided under this Agreement (or other Payments as described above) Employee shall be reduced entitled to receive an additional payment or payments (but not a "Gross-Up Payment") in excess an amount such that, after payment by the Employee of all taxes (including any Excise Tax) imposed upon the Gross-Up Payment, the Employee retains an amount of the benefits payable or provided under this Agreement) if, and only Gross-Up Payment equal to the extent that, such reduction will allow Excise Tax imposed upon the Executive to receive a greater Net After Tax Amount than such Executive would receive absent such reductionPayment. (b) The Accounting Firm (as defined belowSubject to the provisions of Section 6(f) will first determine hereof, all determinations required to be made under this Section 6, including whether an Excise Tax is payable by the Employee and the amount of any Parachute Payments such Excise Tax and whether a Gross-Up Payment is required and the amount of such Gross-Up Payment, shall be made by a nationally recognized firm of certified public accountants (as defined belowthe "Accounting Firm") that are payable to selected by the ExecutiveREIT. The Accounting Firm also will determine shall be directed by the Net After Tax Amount attributable REIT or the Employee to submit its preliminary determination and detailed supporting calculations to both the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine REIT and the largest amount of payments that may be made to Employee within 15 calendar days after the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”)determination date. Thereafter, If the Accounting Firm will determine determines that any Excise Tax is payable by the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basisEmployee, the amount REIT shall pay the required Gross-Up Payment to, the Employee within five business days after receipt of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement such determination and finally any cash payments under any other plan agreement or arrangementcalculations. The If the Accounting Firm will notify the Executive and the Company if it determines that no Excise Tax is payable by the Parachute Payments must be reduced and will send Employee, it shall, at the Executive and same time as it makes such determination, furnish the Company a copy of its detailed calculations supporting Employee with an opinion that determination. (e) the Employee has substantial authority not to report any Excise Tax on his federal tax return. As a result of the uncertainty in the application of Code Sections 280G and Section 4999 at the time that of any determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that Gross-Up Payments that will not have been made by the Executive will REIT should have received Parachute Payments been made (an "Underpayment"), consistent with the calculations required to be made hereunder. In the event that the REIT exhausts or Capped Payments fails to pursue its remedies pursuant to Section 6(f) hereof and the Employee thereafter is required to make a payment of any Excise Tax, the Employee shall direct the Accounting Firm to determine the amount of the Underpayment that has occurred and to submit its determination and detailed supporting calculations to both the REIT and the Employee as promptly as possible. Any such Underpayment shall be promptly paid by the REIT to, or for the benefit of, the Employee within five business days after receipt of such determination and calculations. (c) The REIT and the Employee shall each provide the Accounting Firm access to and copies of any books, records and documents in excess the possession of the REIT or the Employee, 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 Section 6(b) hereof. Any final determination by the Accounting Firm as to the amount of the Gross-Up Payment shall be binding upon the REIT and Employee. (d) The federal, state and local income or other tax returns filed by the Employee (or any filing made by a consolidated tax group which includes the REIT) shall be prepared and filed on a basis consistent with the determination of the Accounting Firm with respect to the Excise Tax payable by the Employee. The Employee shall make proper payment of the amount of any Excise Tax, and at the request of the REIT, provide to the REIT true and correct copies (with any amendments) of his federal income tax return as filed with the Internal Revenue Service and corresponding state and local tax returns, if relevant, and such other documents reasonably requested by the REIT, evidencing such payment. If prior to the filing of the Employee's federal income tax return, or corresponding state or local return, if relevant, the Accounting Firm determines in good faith that the amount of the Gross-Up Payment should have been paid be reduced, the Employee shall within five business days pay to the REIT the amount of such reduction. (e) The fees and expenses of the Accounting Firm for its services in connection with the determinations and calculations contemplated by Section 6(b) hereof shall be borne by the REIT. (f) In the event that the Internal Revenue Service or distributed (“Overpayments”any other taxing authority claims that any payment or benefit received by the Employee from the REIT constitutes an "excess parachute payment" within the meaning of Code Section 280G(b)(1), or that additional Parachute Payments or Capped Payments should the Employee shall notify the REIT in writing of such claim. Such notification shall be paid or distributed given as soon as practicable but not later than 10 business days after the Employee is informed in writing of such claim and shall apprize the REIT of the nature of such claim and the date on which such claim is requested to be paid. The Employee shall not pay such claim prior to the Executive expiration of the 30 day period following the date on which the Employee gives such notice to the REIT (“Underpayments”or such shorter period ending on the date that any payment of taxes with respect to such claim is due). If the Accounting Firm determinesREIT notifies the Employee in writing prior to the expiration of such period that it desires to contest such claim, based on either the assertion of a deficiency Employee shall (i) give the REIT any information reasonably requested by the Internal Revenue Service against REIT relating to such claim; (ii) take such action in connection with contesting such claim as the Company or REIT 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 Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay REIT and reasonably satisfactory to the Company immediately together Employee; (iii) cooperate with interest at the applicable Federal rate under Code Section 7872REIT in good faith in order to effectively contest such claim; and (iv) permit the REIT to participate in any proceedings relating to such claim; provided, however, that no loan will the REIT shall bear and pay directly all costs and expenses (including, but not limited to, additional interest and penalties and related legal, consulting or other similar fees) incurred in connection with such contest and shall indemnify and hold the Employee harmless, on an after-tax basis, for and against for any Excise Tax or income tax or other tax (including interest and penalties with respect thereto) imposed as a result of such representation and payment of costs and expenses. (g) The REIT 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 the Employee to pay the tax claimed and xxx for a refund or contest the claim in any permissible manner and the Employee 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 REIT shall determine; provided, however, that if the REIT directs the Employee to pay such claim and xxx for a refund, the REIT shall advance the amount of such payment to the Employee on an interest-free basis, and shall indemnify and hold the Employee harmless, on an after tax basis, from any Excise Tax (or other tax including interest and penalties with respect thereto) imposed with respect to such advance or with respect to any imputed income with respect to such advance; and provided, further, that if the Employee is required to extend the statue of limitations to enable the REIT to contest such claim, the Employee may limit this extension solely to such contested amount. The REIT's control of the contest shall be deemed limited to have been made and no amount will issues with respect to which a Gross-Up Payment would be payable hereunder and the Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Executive Internal Revenue Service or any other taxing authority. In addition, no position may be taken nor any final resolution be agreed to by the REIT without the Employee's consent if such position or resolution could reasonably be expected to adversely affect the Employee unrelated to matters covered hereto. (h) If, after the receipt by Employee of an amount advanced by the REIT in connection with the contest of the Excise Tax claim, the Employee receives any refund with respect to such claim, the Employee shall promptly pay to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce REIT the amount on which the Executive is subject to tax under Code Section 4999 of such refund (together with any interest paid or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determinescredited thereon after taxes applicable thereto); provided, based upon controlling precedent or substantial authorityhowever, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and if the amount of that Underpayment will refund exceeds the amount advanced by the REIT the Employee may retain such excess. If, after the receipt by the Employee of an amount advanced by the REIT in connection with an Excise Tax claim, a determination is made that the Employee shall not be entitled to any refund with respect to such claim and the REIT does not notify the Employee in writing of its intent to contest the denial of such refund prior to the expiration of 30 days after such determination such advance shall be forgiven and shall not be required to be repaid, and shall offset, to the extent thereof, the amount of Gross-Up Payment required to be paid to the Executive promptly by the Company after such determination. (f) For purposes of REIT to Employee pursuant to this Section 14, the following terms shall have their respective meanings:6.

Excise Taxes. (a) If Notwithstanding any payment other provision of this Agreement, in the event that you become entitled to receive or distribution by receive any payments, options, awards or benefits (including, without limitation, the monetary value of any non‑cash benefits and the accelerated vesting of stock awards) under this Agreement, the Severance Program or under any other plan, agreement or arrangement with the Company, any person whose actions result in a “Change of Control” (as that term is defined in the Severance Program) or any person affiliated with the Company or any affiliate to such person (collectively, the “Payments”), that may separately or in the aggregate constitute “parachute payments” within the meaning of Code Section 280G and the Treasury regulations promulgated thereunder (“Section 280G”) and it is determined that, but for the benefit of the Executivethis Section 9(a), whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “Payment”), would Payments will be subject to the any excise tax imposed by pursuant to Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such tax successor provision (such tax or taxes, together with any such interest and penalties, being hereafter collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement Company shall pay to you either (or other Payments as described abovei) shall be reduced (but not in excess of the full amount of the benefits payable Payments or provided under this Agreement(ii) if, and only an amount equal to the extent that, such reduction will allow Payments reduced by the Executive minimum amount necessary to receive a greater Net After Tax Amount than such Executive would receive absent such reduction. prevent any portion of the Payments from being an “excess parachute payment” (bwithin the meaning of Section 280G) The Accounting Firm (as defined below) will first determine the amount of any Parachute Payments (as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, whichever of the Accounting Firm will determine foregoing amounts results in the Net After Tax Amount attributable receipt by you, on an after‑tax basis (with consideration of all taxes incurred in connection with the Payments, including the Excise Tax), of the greatest amount of Payments notwithstanding that all or some portion of the Payments may be subject to the Excise Tax. For purposes of determining whether you would receive a greater after‑tax benefit from the Capped PaymentsPayments than from receipt of the full amount of the Payments and for purposes of Section 9(c) (if applicable), you shall be deemed to pay federal, state and local taxes at the highest marginal rate of taxation for the applicable calendar year. (db) The Executive then will receive All computations and determinations called for by Sections 9(a) and 9(c) shall be made and reported in writing to the total Parachute Payments or Company and you by a third‑party service provider selected by the total Capped PaymentsCompany (the “Tax Advisor”), whichever provides and all such computations and determinations shall be conclusive and binding on the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess Company and you. For purposes of the amount of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basissuch calculations and determinations, the amount of any noncash or cash benefits under this AgreementTax Advisor may rely on reasonable, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in good faith interpretations concerning the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed 4999. The Company and you shall furnish to the Executive (“Underpayments”)Tax Advisor such information and documents as the Tax Advisor may reasonably request in order to make their required calculations and determinations. If the Accounting Firm determines, based on either the assertion of a deficiency The Company shall bear all fees and expenses charged by the Internal Revenue Service against Tax Advisor in connection with its services. (c) In the Company or the Executive, which assertion the Accounting Firm believes has event that Section 9(a) applies and a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, reduction is required to be treated for all purposes as a loan ab initio that the Executive must repay applied to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent thatPayments thereunder, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination and the amount of that Underpayment will Payments shall be paid to the Executive promptly reduced by the Company after in a manner and order of priority that provides you with the largest net after‑tax value; provided that payments of equal after‑tax present value shall be reduced in the reverse order of payment. Notwithstanding anything to the contrary herein, any such determination. (f) For purposes of this reduction shall be structured in a manner intended to comply with Code Section 14, the following terms shall have their respective meanings:409A.

Excise Taxes. (a) If it is determined that any payment or distribution by the Company or of any affiliate type to or for your benefit made by the benefit Company, by any of its affiliates, by any person who acquires ownership or effective control or ownership of a substantial portion of the ExecutiveCompany’s assets (within the meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and the regulations thereunder (the “Code”)) or by any affiliate of such person, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement an employment agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentTotal Payments”), would be subject to the excise tax imposed by section 4999 of the Code Section 4999 or to any similar tax imposed by state or local law, or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and or penalties, being hereafter are collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) you shall be reduced (but not in excess of the amount of the benefits payable or provided under this Agreement) if, and only to the extent that, such reduction will allow the Executive entitled to receive a greater Net After an additional payment (an “Excise Tax Amount than such Executive would receive absent such reduction. (bRestoration Payment”) The Accounting Firm (as defined below) will first determine in an amount that shall fund the amount payment by you of any Parachute Payments (Excise Tax on the Total Payments, as defined below) that are payable to the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest amount of payments that may be made to the Executive without subjecting the Executive to well as all income taxes imposed on the Excise Tax (Restoration Payment, any Excise Tax imposed on the “Capped Payments”)Excise Tax Restoration Payment, and any interest or penalties imposed with respect to taxes on the Excise Tax Restoration Payment or any Excise Tax. ThereafterThe Excise Tax Restoration Payment shall be calculated applying the then highest marginal tax rates. Purely for illustrative purposes only, applying the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; howevercurrent highest aggregate marginal tax rate of 45%, if the reductions imposed under this Section 14 are in excess you were subject to an Excise Tax of the amount of benefits payable or provided under this Agreement$100,000 calculated before any Excise Tax Restoration Payment, then the total Parachute Payments will aggregate Excise Tax Restoration Payment hereunder would be adjusted by first reducing, on a pro rata basis, the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangementapproximately $285,714. The Accounting Firm will notify the Executive and the Company if it determines that the Parachute Payments must be reduced and will send the Executive and the Company a copy of its detailed calculations supporting that determination. (e) As a result of the uncertainty in the application of Code Sections 280G and 4999 at the time that the Accounting Firm makes its determinations under this Section 14, it is possible that the Executive will have received Parachute Payments or Capped Payments in excess of the amount that should have been paid or distributed (“Overpayments”), or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determines, based on either the assertion of a deficiency by the Internal Revenue Service against the Company or the Executive, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authority, that an Overpayment has been made, that Overpayment may, at the Executive’s discretion, be treated for all purposes as a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872; provided, however, that no loan will be deemed to have been made and no amount will be payable by the Executive to the Company unless, and then only to the extent that, the deemed loan and payment would either reduce the amount on which the Executive Excise Tax Restoration Payment itself is subject to tax under Code Section 4999 or generate taxes at a refund marginal rate of tax imposed under Code Section 4999 and 45% plus an Excise Tax at a rate of 20% which in the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receiveaggregate amounts to $185,714. If Thus, after payment of the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred$185,714 of taxes, the Accounting Firm will notify remaining balance of $100,000 from the Executive and the Company of that determination and the amount of that Underpayment will Excise Tax Restoration Payment would then be paid used by you to the Executive promptly by the Company after such determinationpay your original Excise Tax. (f) For purposes of this Section 14, the following terms shall have their respective meanings:

Excise Taxes. (a) If 13.1 In the event it shall be determined that any payment or distribution of any type by the Company or any affiliate Employer to or for the benefit of the ExecutiveEmployee, whether paid or payable or distributed or distributable pursuant to the terms of this Agreement or otherwise pursuant to or by reason of any other agreement, policy, plan, program or arrangement, including without limitation any stock option, stock appreciation right or similar right, or (the lapse or termination of any restriction on or the vesting or exercisability of any of the foregoing (a “PaymentTotal Payments”), would be subject to the excise tax imposed by Code Section 4999 or to any similar tax imposed by state or local law, of the Code or any interest or penalties with respect to such excise tax (such tax or taxesexcise tax, together with any such interest and penalties, being hereafter are collectively referred to as the “Excise Tax”), then the benefits payable or provided under this Agreement (or other Payments as described above) shall be reduced (but not in excess of the amount of the benefits payable Total Payments, shall be reduced, so that the aggregate present value of all payments in the nature of compensation to (or provided under this Agreementfor the benefit of) if, and only to the extent that, such reduction will allow the Executive to receive Employee which are contingent on a greater Net After Tax Amount than such Executive would receive absent such reduction. (b) The Accounting Firm change of control (as defined belowin Section 280G(b)(2)(A) will first determine of the amount of any Parachute Payments (as defined belowCode) that are payable to is the Executive. The Accounting Firm also will determine the Net After Tax Amount attributable to the Executive’s total Parachute Payments. (c) The Accounting Firm will next determine the largest maximum amount of payments that may could be made to made, without the Executive without subjecting the Executive to the Excise Tax (the “Capped Payments”). Thereafter, the Accounting Firm will determine the Net After Tax Amount attributable to the Capped Payments. (d) The Executive then will receive the total Parachute Payments or the total Capped Payments, whichever provides the Executive with the higher Net After Tax Amount; however, if the reductions imposed under this Section 14 are in excess imposition of the amount excise tax under Section 4999 of benefits payable or provided under this Agreement, then the total Parachute Payments will be adjusted by first reducing, on a pro rata basis, Code. To the amount of any noncash or cash benefits under this Agreement, then noncash or cash benefits under any other plan, agreement or arrangement, then any cash payments under this Agreement and finally any cash payments under any other plan agreement or arrangement. The Accounting Firm will notify extent the Executive and the Company if it determines that the Parachute Total Payments must be reduced and will send the Executive and in accordance with this Article VI, the Company a copy of shall retain cash amounts that are otherwise payable to Employee, and, if necessary, the Company shall retain such other amounts, in its detailed calculations supporting that determinationdiscretion, which would otherwise be payable to Employee. 13.2 All determinations required to be made under this Section 13 shall be made by an independent accounting firm retained by Employer on the date of the Change in Control (ethe “Accounting Firm”), which shall provide detailed supporting calculations both to Employer and Employee within fifteen (15) business days of the Payment Date, if applicable, or such earlier time as is requested by Employer. If the Accounting Firm determines that no Excise Tax is payable by Employee, it shall furnish Employee with an opinion that he has substantial authority not to report any Excise Tax on his federal income tax return. Any determination by the Accounting Firm shall be binding upon Employer and Employee. As a result of the uncertainty in the application of Section 4999 of the Code Sections 280G and 4999 at the time that of the initial determination by the Accounting Firm makes its determinations under this Section 14hereunder, it is possible that such Accounting Firm may miscalculate the Executive will have received Parachute maximum amount of Total Payments or Capped Payments Employee may receive under Section 13.1 with imposition of an excise tax under Code Section 4999; if such miscalculation results in excess the imposition of an excise tax on Employee, any Excise Tax amounts that Employee is required to pay shall be referred to as an “Underpayment.” In the amount event that should have been paid or distributed (“Overpayments”)Employer exhausts its remedies pursuant to Section 13.3 and Employee thereafter is required to make a payment of any Underpayment, or that additional Parachute Payments or Capped Payments should be paid or distributed to the Executive (“Underpayments”). If the Accounting Firm determinesshall determine the amount of the Underpayment and Employer shall pay to Employee an amount (the “Indemnification Amount”) such that, based on either after payment by Employee of all taxes (including additional excise taxes under said Section 4999 and any interest and penalties imposed with respect to any taxes) imposed upon the assertion Indemnification Amount, Employee retains an amount equal to the Underpayment. Employer shall pay the Indemnification Amount to Employee as soon as practicable after determination of a deficiency Employee’s liability for the Underpayment. 13.3 Employee shall notify Employer in writing of any claim by the Internal Revenue Service against that, if successful, would require the Company payment by Employee of any Underpayment. Such notification shall be given as soon as practicable but no later than ten (10) business days after Employee is notified in writing of such claim and shall apprise Employer of the nature of such claim and the date on which such claim is requested to be paid. Employee shall not pay such claim prior to the expiration of the thirty (30)-day period following the date on which he gives such notice to Employer (or such shorter period ending on the Executivedate that any payment of taxes with respect to such claim is due). If Employer notifies Employee in writing prior to the expiration of such period that it desires to contest such claim, which assertion the Accounting Firm believes has a high probability of success or controlling precedent or substantial authorityEmployee shall (w) give Employer any information reasonably requested by Employer relating to such claim, (x) take such action in connection with contesting such claim as Employer 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 Employer, (y) cooperate with Employer in good faith in order to effectively contest such claim, and (z) permit Employer to participate in any proceedings relating to such claim, provided, however, that Employer 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 Employee harmless, on an Overpayment has been madeafter-tax basis, that Overpayment 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 Section 13.3, Employer 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 Employee to pay the Executive’s discretiontax claimed and xxx for a refund, be treated for all purposes or contest the claim in any permissible manner, and Employee 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 a loan ab initio that the Executive must repay to the Company immediately together with interest at the applicable Federal rate under Code Section 7872Employer shall determine; provided, however, that no loan will if Employer directs Employee to pay such claim and xxx for a refund, Employer shall advance the amount of such payment to Employee, on an interest-free basis and shall indemnify and hold Employee 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 Employee with respect to which such contested amount is claimed to be deemed due is limited solely to have been made and no amount will such contested amount. Furthermore, Employer’s control of the contest shall be limited to issues with respect to which any Underpayment would be payable hereunder and Employee shall be entitled to settle or contest, as the case may be, any other issue raised by the Executive Internal Revenue Service or any other taxing authority. 13.4 If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, Employee becomes entitled to receive any refund with respect to such claim, Employee shall (subject to Employer’s complying with the requirements of Section 13.3) promptly pay to Employer the amount of such refund (together with any interest paid or credited thereon after taxes applicable thereto). If, after the receipt by Employee of an amount advanced by Employer pursuant to Section 13.3, a determination is made that Employee shall not be entitled to any refund with respect to such claim and Employer does not notify Employee in writing of its intent to contest such denial of refund prior to the Company unlessexpiration of thirty (30) days after such determination, then such advance shall be forgiven and then only shall not be required to the extent that, the deemed loan and payment would either reduce the amount on which the Executive is subject to tax under Code Section 4999 or generate a refund of tax imposed under Code Section 4999 and the Executive will receive a greater Net After Tax Amount than such Executive would otherwise receive. If the Accounting Firm determines, based upon controlling precedent or substantial authority, that an Underpayment has occurred, the Accounting Firm will notify the Executive and the Company of that determination be repaid and the amount of that Underpayment will be paid such advance shall offset, to the Executive promptly by the Company after such determination. (f) For purposes of this Section 14extent thereof, the following terms shall have their respective meanings:amount of any Underpayment required to be paid.