Common use of Excise Taxes Clause in Contracts

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything If the Board determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to the contrary in Executive, then the provisions of this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the 5 shall apply. If any payments and or benefits provided for under this Agreement, together with any other payments and benefits to which the Grantee has Executive is entitled from the right Company, any affiliate, any successor to receive from the Company or an affiliate, or any trusts established by any of its affiliates the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to the Executive, to be subject to the tax imposed by Section 4999 of the Code or any party successor provisions to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2))that section, then the payments and benefits provided for under this Agreement Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Executive will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to the Executive shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided Board and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used Executive in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madegood faith.

Excise Taxes. Notwithstanding anything If the Compensation Committee determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to Employee, then the provisions of this Section 1.18 shall apply. If any payments or benefits to which Employee is entitled from the Parsley Group, any successor to Parsley or another member of the Parsley Group, or any trusts established by any of the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to Employee, to be subject to the contrary in this Agreementtax imposed by Section 4999 of the Code or any successor provisions to that section, if then the Grantee is a “disqualified individual” Payments (consistent with the requirements of Section 409A (as defined below) and beginning with any Payment to be paid in Code Section 280G(c)cash hereunder), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Employee will be one dollar ($1.00) less than three times the GranteeEmployee’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Employee shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Employee (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to Employee shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided Board and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used Employee in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madegood faith.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee Executive is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Executive has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliatesAffiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G selected by the CompanyCompany in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliatesAffiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times would subject Executive to the Grantee’s base amountexcise tax imposed by Code Section 4999, then the Grantee Executive shall immediately repay such any excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything (i) (A) In the event that any payment or benefit received or to be received by Executive pursuant to the contrary terms of this Agreement (the “Contract Payments”) or in this Agreement, if connection with Executive’s termination of employment or contingent upon a Change in Control of the Grantee is a Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“disqualified individualOther Payments” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementand, together with any other payments and benefits which the Grantee has Contract Payments, the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, “Payments”) would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Section 5(ii) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of all amounts required to be paid upon the payment provided for by this Section 5(i), and any interest, penalties or (b) paid in fulladditions to tax payable by Executive with respect thereto, whichever produces shall be equal to the better net total present value of the Excise Taxes imposed upon the Payments; provided, however, that if Executive’s Payment is, when calculated on a net-after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction basis, less than 110% of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall Payment which could be made by a nationally recognized accounting firm selected by paid to Executive under Section 280G of the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Code without causing the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times imposition of the Grantee’s base amountExcise Tax, then the Grantee Payment shall immediately repay such excess be limited to the Company upon notification that an overpayment has been madelargest amount payable (as described above) without resulting in the imposition of any Excise Tax (such amount, the “Capped Amount”).

Excise Taxes. Notwithstanding anything If the Compensation Committee determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to Employee, then the provisions of this Section 1.19 shall apply. If any payments or benefits to which Employee is entitled from the Parsley Group, any successor to Parsley or another member of the Parsley Group, or any trusts established by any of the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to Employee, to be subject to the contrary in this Agreementtax imposed by Section 4999 of the Code or any successor provisions to that section, if then the Grantee is a “disqualified individual” Payments (consistent with the requirements of Section 409A (as defined below) and beginning with any Payment to be paid in Code Section 280G(c)cash hereunder), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Employee will be one dollar ($1.00) less than three (3) times the GranteeEmployee’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Employee shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Employee (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to Employee shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided Board and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used Employee in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madegood faith.

Excise Taxes. Notwithstanding anything If the Board determines, in its good faith discretion, that Section 280G of the Code applies to any compensation payable to the contrary in Executive, then the provisions of this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the 5 shall apply. If any payments and or benefits provided for under this Agreement, together with any other payments and benefits to which the Grantee has Executive is entitled from the right Company, any affiliate, any successor to receive from the Company or an affiliate, or any trusts established by any of its affiliates the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to the Executive, to be subject to the tax imposed by Section 4999 of the Code or any party successor provisions to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2))that section, then the payments and benefits provided for under this Agreement Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Executive will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, such parachute payments shall be reduced to the extent necessary to avoid application of the excise tax in the following order: (i) any cash severance based on a multiple of Base Salary or Annual Bonus, (ii) any other cash amounts payable to the Executive, (iii) benefits valued as parachute payments, and (iv) acceleration of vesting of any equity awards, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to the Executive shall be made by the Board and the Executive in good faith. If, as a nationally recognized accounting firm selected result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination hereunder, it is subsequently determined that additional Payments could have been made to the Executive without the imposition of the excise tax imposed by Section 4999 of the Code (an “Underpayment”), the Underpayment shall be paid by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madeExecutive within thirty (30) days after such determination.

Excise Taxes. Notwithstanding anything If the Compensation Committee of the Board determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to the contrary in Executive, then the provisions of this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the 5 shall apply. If any payments and or benefits provided for under this Agreement, together with any other payments and benefits to which the Grantee has Executive is entitled from the right Company, any affiliate, any successor to receive from the Company or an affiliate, or any trusts established by any of its affiliates the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to the Executive, to be subject to the tax imposed by Section 4999 of the Code or any party successor provisions to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2))that section, then the payments and benefits provided for under this Agreement Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Executive will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to the Executive shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided Board and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used Executive in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madegood faith.

Excise Taxes. Notwithstanding anything If the Compensation Committee of the Board determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to the contrary in Executive, then the provisions of this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the 4 shall apply. If any payments and or benefits provided for under this Agreement, together with any other payments and benefits to which the Grantee has Executive is entitled from the right Company, any affiliate, any successor to receive from the Company or an affiliate, or any trusts established by any of its affiliates the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to the Executive, to be subject to the tax imposed by Section 4999 of the Code or any party successor provisions to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2))that section, then the payments and benefits provided for under this Agreement Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Executive will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to the Executive shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided Board and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used Executive in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madegood faith.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee Executive is a “disqualified individual” (as defined in Code Section 280G(c)) of the Code), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Executive has the right to receive from the Company or of any of its affiliates or any party to a transaction with the Company or any of its affiliatesAffiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee Executive from the Company and its affiliates Affiliates will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized public accounting firm selected by the CompanyCompany in good faith and approved by the Executive, which approval shall not be unreasonably withheld. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) Affiliates used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the GranteeExecutive’s base amount, then the Grantee Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee Executive is a “disqualified individual” (as defined in Code Section 280G(c)) of the Code), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Executive has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliatesAffiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee Executive from the Company and its affiliates Affiliates will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized public accounting firm selected by the CompanyCompany in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliatesAffiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the GranteeExecutive’s base amount, then the Grantee Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee Executive is a “"disqualified individual” " (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Executive has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliatesAffiliates, would constitute a “"parachute payment” " (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized public accounting firm or other nationally recognized firm that has expertise in the area of Code Section 280G selected by the CompanyCompany in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliatesAffiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times would subject Executive to the Grantee’s base amountexcise tax imposed by Code Section 4999, then the Grantee Executive shall immediately repay such any excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee is a “"disqualified individual” " (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “"parachute payment” " (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “'s "base amount” " (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s 's base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee Executive is a “disqualified individual” (as defined in Code Section 280G(c)) of the Code), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Executive has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee Executive from the Company and its affiliates will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as amount”(as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the CompanyCompany in good faith. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the GranteeExecutive’s base amount, then the Grantee Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything If the Compensation Committee determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to Employee, then the provisions of this Section 1.19 shall apply. If any payments or benefits to which Employee is entitled from the Parsley Group, any successor to Parsley or another member of the Parsley Group, or any trusts established by any of the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to Employee, to be subject to the contrary in this Agreementtax imposed by Section 4999 of the Code or any successor provisions to that section, if then the Grantee is a “disqualified individual” Payments (consistent with the requirements of Section 409A (as defined below) and beginning with any Payment to be paid in Code Section 280G(c)cash hereunder), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Employee will be one dollar ($1.00) less than three times the GranteeEmployee’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Employee shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Employee (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to Employee shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided Board and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used Employee in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madegood faith.

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made. For the avoidance of doubt, if any Employment Agreement contains specific provisions relating to Code Section 280G and Code Section 4999, then this paragraph 16 shall not apply to the Restricted Stock Units.

Excise Taxes. Notwithstanding anything If the Compensation Committee of the Board of Directors of the Company determines, in its sole discretion, that Section 280G of the Code applies to any compensation payable to the contrary in Employee, then the provisions of this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the 9 shall apply. If any payments and or benefits provided for under this Agreement, together with any other payments and benefits to which the Grantee has Employee is entitled from the right Company, any affiliate, any successor to receive from the Company or an affiliate, or any trusts established by any of its affiliates the foregoing by reason of, or in connection with, any transaction that occurs after the date of this Agreement (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to the Employee, to be subject to the tax imposed by Section 4999 of the Code or any party successor provisions to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2))that section, then the payments and benefits provided for under this Agreement Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Employee will be one dollar ($1.00) less than three times the GranteeEmployee’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Employee shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Employee (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to the Employee shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Board of Directors of the Company (or its affiliates) used and the Employee in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madegood faith.

Excise Taxes. Notwithstanding anything (i) (A) In the event that any payment or benefit received or to be received by Executive pursuant to the contrary terms of this Agreement (the “Contract Payments”) or in this Agreement, if connection with Executive’s termination of employment or contingent upon a Change in Control of the Grantee is a Company pursuant to any plan or arrangement or other agreement with the Company (or any affiliate) (“disqualified individualOther Payments” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreementand, together with any other payments and benefits which the Grantee has Contract Payments, the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, “Payments”) would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax (the “Excise Tax”) imposed by Code Section 4999 of the Code, as determined as provided below, the Company shall pay to Executive, at the time specified in Section 5(ii) below, an additional amount (the “Gross-Up Payment”) such that the net amount retained by Executive, after deduction of all taxes required to be paid upon the payment provided for by this Section 5(i), and any interest, penalties or (b) paid in fulladditions to tax payable by Executive with respect thereto, whichever produces shall be equal to the better net total present value of the Excise Taxes imposed upon the Payments; provided, that if Executive’s Payment is, when calculated on a net-after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction basis, less than 110% of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall Payment which could be made by a nationally recognized accounting firm selected by paid to Executive under Section 280G of the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from Code without causing the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times imposition of the Grantee’s base amountExcise Tax, then the Grantee Payment shall immediately repay such excess be limited to the Company upon notification that an overpayment has been madelargest amount payable (as described above) without resulting in the imposition of any Excise Tax (such amount, the “Capped Amount”).

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made. For the avoidance of doubt, if any Employment Agreement contains specific provisions relating to Code Section 280G and Code Section 4999, then this paragraph 18 shall not apply to the Performance Shares.

Excise Taxes. Notwithstanding anything any provision of this Agreement to the contrary in this Agreement, contrary: (a) If the Company’s independent registered public accounting firm (the “Independent Accountant”) determines that if the Grantee is payments and benefits to be provided under this Agreement (and any other payments or benefits provided or to be provided to the Executive under any applicable plan, program, agreement or arrangement maintained, contributed to or entered into by the Company or any group or entity whose actions result in a “disqualified individual” change of ownership or effective control (as those terms are defined in Section 280G of the Internal Revenue Code Section 280G(c)of 1986, as amended (the “Code”), and the payments and benefits regulations promulgated thereunder) or any affiliate of the Company) (a “Payment” or collectively “Payments”) were provided for to the Executive (A) the Executive would incur an excise tax under this AgreementSection 4999 of the Code (such excise tax, together with any other payments interest and benefits which penalties, are hereinafter collectively referred to as the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)Excise Tax”), then and (B) the payments and net after tax benefits provided for under this Agreement shall to the Executive attributable to the Payments would not be either (a) reduced (but not below zero) so at least $10,000 greater than the net after tax benefits that would accrue to the present value of such total amounts and benefits received by Executive if the Grantee from Payments that would otherwise cause the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall Executive to be subject to the excise tax imposed by Code Section 4999 or (b) paid in fullExcise Tax were not provided, whichever produces the better net after-tax position Payments shall be reduced so that the Payments provided to the Grantee Executive are the greatest (taking into account as determined by the Independent Accountant) that may be provided without any applicable excise tax such Payment being subject to the Excise Tax. If the Payments are to be reduced under this Section 7, then (1) Payments not subject to Section 409A of the Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder reduced in the order in which such payment or benefit would be paid or provided designated by the Executive and (beginning with such payment or benefit that would be made last in time 2) if and continuing, to the extent necessarynecessary after the reductions in clause (1), through Payments subject to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary Section 409A shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise in reverse chronological order (such that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madePayments due later are reduced before Payments due earlier).

Excise Taxes. Notwithstanding anything If the Board determines, in its good faith discretion, that Section 280G of the Code applies to any compensation payable to the contrary in Executive, then the provisions of this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the 5 shall apply. If any payments and or benefits provided for under this Agreement, together with any other payments and benefits to which the Grantee has Executive is entitled from the right Company, any affiliate, any successor to receive from the Company or an affiliate, or any trusts established by any of its affiliates the foregoing by reason of, or in connection with, any transaction that occurs after the Effective Date (collectively, the “Payments,” which shall include, without limitation, the vesting of any equity awards or other non-cash benefit or property) are, alone or in the aggregate, more likely than not, if paid or delivered to the Executive, to be subject to the tax imposed by Section 4999 of the Code or any party successor provisions to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2))that section, then the payments and benefits provided for under this Agreement Payments (beginning with any Payment to be paid in cash hereunder), shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits Payments received by the Grantee from the Company and its affiliates Executive will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits Payments received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code, or (b) paid in full, whichever of (a) or (b) produces the better net after-after tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such Payments are more likely than not to be subject to taxes under Section 4999 of the Code and as to whether reduction or payment in full of the amount of the payments and benefits Payments provided hereunder is necessary results in the better net after tax position to the Executive shall be made by the Board and the Executive in good faith. If, as a nationally recognized accounting firm selected result of the uncertainty in the application of Section 4999 of the Code at the time of the initial determination hereunder, it is subsequently determined that additional Payments could have been made to the Executive without the imposition of the excise tax imposed by Section 4999 of the Code (an “Underpayment”), the Underpayment shall be paid by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been madeExecutive within thirty (30) days after such determination.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee is a “"disqualified individual” " (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “"parachute payment” " (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “'s "base amount” " (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a – 5 – nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s 's base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee Executive is a “disqualified individual” (as defined in Code Section 280G(c)) of the Code), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Executive has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliatesAffiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee Executive from the Company and its affiliates Affiliates will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as amount”(as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized public accounting firm selected by the CompanyCompany in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliatesAffiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the GranteeExecutive’s base amount, then the Grantee Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made. For the avoidance of doubt, if any Employment Agreement contains specific provisions relating to Code Section 280G and Code Section 4999, then this paragraph 15 shall not apply to the Restricted Stock.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee Executive is a “disqualified individual” (as defined in Code Section 280G(c)) of the Code), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Executive has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)) of the Code), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee Executive from the Company and its affiliates will be one dollar ($1.00) less than three times the GranteeExecutive’s “base amount” (as amount”(as defined in Code Section 280G(b)(3)) of the Code) and so that no portion of such amounts and benefits received by the Grantee Executive shall be subject to the excise tax imposed by Code Section 4999 of the Code or (b) paid in full, whichever produces the better net after-tax position to the Grantee Executive (taking into account any applicable excise tax under Code Section 4999 of the Code and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing reducing, first, payments or benefits to be paid in cash hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time)) and, then, reducing any benefit to be provided in kind hereunder in a similar order. The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized public accounting firm selected by the CompanyCompany in good faith and approved by Executive, which approval shall not be unreasonably withheld. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the GranteeExecutive’s base amount, then the Grantee Executive shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the – 5 – Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding Subject to the provisions of any employment agreement and notwithstanding anything to the contrary in this Agreement, if the Grantee Employee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee Employee has the right to receive from the Company or any of its affiliates Related Company or any party to a transaction with the Company or any of its affiliatesRelated Company, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee Employee from the Company and its affiliates any Related Company will be one dollar ($1.00) less than three times the GranteeEmployee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee Employee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee Employee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliatesany Related Company) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the GranteeEmployee’s base amount, then the Grantee Employee shall immediately repay such excess to the Company upon notification that an overpayment has been made. For the avoidance of doubt, if any employment agreement contains specific provisions relating to Code Section 280G and Code Section 4999, then this Section 18 shall not apply to the Standard Award or Incentive Award.

Excise Taxes. Notwithstanding anything to the contrary in this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided provided, and through error or otherwise otherwise, that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made.

Excise Taxes. Notwithstanding Subject to the provisions of any Employment Agreement and notwithstanding anything to the contrary in this Agreement, if the Grantee is a “disqualified individual” (as defined in Code Section 280G(c)), and the payments and benefits provided for under this Agreement, together with any other payments and benefits which the Grantee has the right to receive from the Company or any of its affiliates or any party to a transaction with the Company or any of its affiliates, would constitute a “parachute payment” (as defined in Code Section 280G(b)(2)), then the payments and benefits provided for under this Agreement shall be either (a) reduced (but not below zero) so that the present value of such total amounts and benefits received by the Grantee from the Company and its affiliates will be one dollar ($1.00) less than three times the Grantee’s “base amount” (as defined in Code Section 280G(b)(3)) and so that no portion of such amounts and benefits received by the Grantee shall be subject to the excise tax imposed by Code Section 4999 or (b) paid in full, whichever produces the better net after-tax position to the Grantee (taking into account any applicable excise tax under Code Section 4999 and any other applicable taxes). The reduction of payments and benefits hereunder, if applicable, shall be made by reducing payments or benefits to be paid hereunder in the order in which such payment or benefit would be paid or provided (beginning with such payment or benefit that would be made last in time and continuing, to the extent necessary, through to such payment or benefit that would be made first in time). The determination as to whether any such reduction in the amount of the payments and benefits provided hereunder is necessary shall be made by a nationally recognized accounting firm selected by the Company. If a reduced payment or benefit is made or provided and through error or otherwise that payment or benefit, when aggregated with other payments and benefits from the Company (or its affiliates) used in determining if a parachute payment exists, exceeds one dollar ($1.00) less than three times the Grantee’s base amount, then the Grantee shall immediately repay such excess to the Company upon notification that an overpayment has been made. For the avoidance of doubt, if any Employment Agreement contains specific provisions relating to Code Section 280G and Code Section 4999, then this paragraph 19 shall not apply to the Performance Shares.